Worthington Enterprises, Inc. has disclosed a special leadership retention award for its President and Chief Executive Officer, Joseph B. Hayek. The company's Compensation Committee approved the grant on September 21, 2026, under the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan.
The award consists of 150,000 Performance Shares. These shares are contingent upon the satisfaction of two specific conditions. The first, a performance-based vesting condition, is met if the average fair market value of the company's common shares over a consecutive 90-day period equals or exceeds $100 within five years of the grant date. The second, a time-based retention condition, requires Mr. Hayek to remain continuously employed by the company through the certification date.
The certification date is set to occur as soon as practicable after the end of the five-year performance period, but no later than the final day of the first full fiscal quarter following the fifth anniversary of the grant date. The Performance Shares do not carry voting rights and no dividends will accrue. However, in specific circumstances, such as a change in control or termination without cause after the performance condition is met, the shares may vest earlier than the standard schedule.
In other business, the company reported that Michael J. Endres, Ozey K. Horton, Jr., and Virgil L. Winland retired from the Board of Directors at the company's 2026 Annual Meeting of Shareholders held on September 22, 2026. Shareholders elected Charles M. Chiappone, W. Bradley Southern, and Brantley J. Standridge to the Board to serve three-year terms.
Shareholders also ratified the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending May 31, 2027. Additionally, the company held its Annual Meeting on September 22, 2026, with 44,503,073 shares represented by proxy.
