Amendment: Worthington Enterprises Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) updates information disclosed in the Current Report on Form 8-K filed by Worthington Enterprises, Inc. (the “Company”) on October 8, 2024 (the “Original Filing”) disclosing, among other things, the appointment of a new chief executive officer and a new chief financial officer. The sole purpose of this Amendment is to disclose the Company’s decision regarding the compensation of the officers being appointed. No other changes have been made to the Original Filing and this Amendment should be read in conjunction with the Original Filing. |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As reported in the Original Filing, the Company announced that, effective as of November 1, 2024 (the “Effective Date”), the Board of Directors of the Company (the “Board”) appointed Joseph B. Hayek as President and Chief Executive Officer (“CEO”) of the Company and a member of the Board, and Colin J. Souza as Vice President and Chief Financial Officer (“CFO”) of the Company. The terms of Mr. Hayek’s and Mr. Souza’s respective compensation arrangements had not been determined as of the Original Filing, so this Amendment is being filed to disclose the terms of Mr. Hayek’s compensation as CEO and Mr. Souza’s compensation as CFO.
Base Salary and Annual Cash Incentive Bonus Award
On November 5, 2024, the Compensation Committee of the Board approved the following base salaries and annual cash incentive bonus awards (the “bonus”) for the 12-month performance period ending May 31, 2025 (“fiscal 2025”). The salaries are effective as of November 1, 2024, and any fiscal 2025 bonus that is earned will be prorated for the portion of the performance period during which the executive serves in his new role.
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Annual Base Salary |
Annual Cash Incentive Bonus Awards for the Fiscal Year Performance Period ending May 31, 2025:
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Threshold |
Target |
Maximum |
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Mr. Hayek |
$725,000 |
$375,000 |
$750,000 |
$1,500,000 |
Mr. Souza |
$300,000 |
$125,000 |
$250,000 |
$500,000 |
The last three columns show the annualized potential payouts that may be earned under the executive’s bonus award based on the achievement of specified levels of corporate performance for fiscal 2025. The bonus payouts that may be earned are tied to achieving specified levels (threshold, target and maximum) of corporate adjusted return on assets and corporate adjusted EBITDA for fiscal 2025, with each performance measure carrying a 50% weighting. For all calculations, restructuring and impairment charges and other selected items are to be excluded, and results are to be adjusted to eliminate the impact of inventory holding gains and losses. If the performance level with respect to either performance measure falls between threshold and target or between target and maximum, the portion of the bonus award associated with that performance measure will be linearly prorated. If the threshold level is not reached for a performance measure, no bonus will be paid as to that performance measure. Any bonus payouts will be made within a reasonable time following the end of the performance period. In the event of a change in control of the Company (followed by actual or constructive termination of the executive’s employment with the Company during the performance period), the bonus award would be considered to be earned and will be paid at target levels.
Long-Term Performance Awards:
On November 5, 2024, the Compensation Committee of the Board also determined that the long-term performance share awards and the long-term cash performance awards for Mr. Hayek and Mr. Souza under the Company’s 1997 Long-Term Incentive Plan (the “1997 LTIP”) for the three-fiscal-year performance period from June 1, 2024 to May 31, 2027 shall remain unchanged from the award amounts approved in June 2024, which are as follows:
Mr. Hayek
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Threshold |
Target |
Maximum |
Performance Share Award |
3,350 shares |
6,700 shares |
13,400 shares |
Cash Performance Award |
$326,000 |
$652,000 |
$1,304,000 |
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Mr. Souza
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Threshold |
Target |
Maximum |
Performance Share Award |
400 shares |
800 shares |
1,600 shares |
Cash Performance Award |
$37,500 |
$75,000 |
$150,000 |
Potential payouts in respect of the long-term performance share award and the long-term cash performance award for each executive are tied to achieving specified levels (threshold, target and maximum) of cumulative corporate economic value added for the three-fiscal-year performance period and earnings per share growth over that performance period, with each performance measure carrying a 50% weighting. Restructuring and impairment charges and other selected items are to be excluded, and results are to be adjusted to eliminate the impact of inventory holding gains or losses. If the performance level with respect to either performance measure falls between threshold and target or between target and maximum, the portion of the awards associated with that performance measure will be linearly prorated. If the threshold level is not reached for a performance measure, no portion of the awards associated with that performance measure will be paid or distributed. Termination of employment results in forfeiture of long-term cash performance awards and long-term performance share awards, except if termination is due to death, disability or retirement, a pro rata payout will be made for performance periods ending 24 months or less after termination of employment based on the number of months of employment completed by the executive during the performance period before the effective date of termination, provided that the applicable performance goals are achieved. No payout will be made for performance periods ending more than 24 months after termination of employment. If a change in control (as defined in the 1997 LTIP) occurs, followed by termination of employment, all long-term cash performance awards and long-term performance share awards will be payable in full at the target level and will be immediately settled or distributed.
Time-Based Restricted Stock Award
On November 5, 2024, the Compensation Committee of the Board also approved time-based restricted stock awards (the “restricted shares”) covering 19,200 common shares for Mr. Hayek and 4,600 common shares for Mr. Souza pursuant to the Company’s Amended and Restated 2024 Long-Term Incentive Plan (the “2024 LTIP”). The restricted shares will be held in escrow by the Company and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed. Subject to the continued employment of the executive, the restrictions on the restricted shares will lapse and the restricted shares will become fully vested on the third anniversary of the grant date. Any unvested restricted shares will become fully vested if the executive dies or becomes disabled, as determined by the Compensation Committee. Upon a change in control (as defined in the 2024 LTIP), the restrictions on the restricted shares will lapse and the restricted shares will become fully vested if the executive’s employment is terminated within two years after the change in control by the Company without cause or by the executive due to an adverse change in his employment terms. If the executive’s employment with the Company terminates for any other reason, the restricted shares will be forfeited. During the time between the grant date and the vesting date of the restricted shares, the executive may exercise full voting rights in respect of the restricted shares and dividends will be accrued and paid in respect of the restricted shares on the vesting date, if the underlying restricted shares vest.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are included with this Form 8‑K:
Exhibit No. |
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Description |
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10.1 |
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10.2 |
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10.3 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Indicates management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WORTHINGTON ENTERPRISES, INC. |
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Date: |
November 6, 2024 |
By: |
/s/Patrick J. Kennedy |
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Patrick J. Kennedy, Vice President - |