<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
WORTHINGTON INDUSTRIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WORTHINGTON INDUSTRIES, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
Not Applicable
(2) Form, schedule or registration statement no.:
Not Applicable
(3) Filing party:
Not Applicable
(4) Date filed:
Not Applicable
<PAGE> 2
WORTHINGTON INDUSTRIES, INC.
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
WORTHINGTON INDUSTRIES, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of
Worthington Industries, Inc. (the "Company") will be held at the Worthington
Industries Training Center, 7400 Worthington-Galena Road, Columbus, Ohio on
September 22, 1994 at 2:30 P.M., local time. The meeting is being held for the
following purposes:
1. To elect four directors, each for a term of three years.
2. To ratify the selection of the firm of Ernst & Young as auditors of
the Company for the fiscal year ending May 31, 1995.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
In the event you cannot attend the meeting in person, there is enclosed
herewith for your use a Proxy which you are requested to sign, date and return
promptly in the enclosed, stamped, addressed envelope.
Very truly yours,
CHARLES D. MINOR, Secretary
<PAGE> 3
WORTHINGTON INDUSTRIES, INC.
1205 DEARBORN DRIVE
COLUMBUS, OHIO 43085
(614) 438-3210
------------------------------
PROXY STATEMENT
------------------------------
The enclosed Proxy is being solicited by the Board of Directors of
Worthington Industries, Inc. for use at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held on September 22, 1994, or any adjournment thereof,
and is being mailed to shareholders on or about August 18, 1994. Without
affecting any vote previously taken, the Proxy may be revoked by a shareholder
at any time before it is voted by delivering to the Company a later dated Proxy
or by giving notice of revocation to the Company in writing or in open meeting.
All Proxies received prior to the Annual Meeting and not revoked will be voted
as specified thereon or, in the absence of specific instructions to the
contrary, will be voted (1) FOR the election as directors of the nominees listed
below under "ELECTION OF DIRECTORS"; and (2) FOR the ratification of the
selection of auditors.
Solicitation of Proxies may be made by mail, personal interview, telephone
or telegraph by the directors or regularly engaged officers and employees of the
Company. All expenses in connection therewith will be paid by the Company.
As used herein, the term "Company" means Worthington Industries, Inc. or,
where appropriate, Worthington Industries, Inc. and its subsidiaries. The term
"Common Shares" means shares of the Company's Common Stock, $.01 par value.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING RIGHTS
The total number of outstanding Common Shares entitled to vote at the
Annual Meeting is 90,651,804 shares. Only shareholders of record at the close of
business on August 8, 1994 are entitled to notice of and to vote at the Annual
Meeting or any adjournment thereof. Each shareholder is entitled to one vote for
each Common Share held. There are no cumulative voting rights in the election of
directors.
Under the rules of the Securities and Exchange Commission (the "SEC"),
boxes and a designated blank space are provided on the form of proxy for
shareholders to mark if they wish either to abstain on a proposal presented for
shareholder approval or to withhold authority to vote
1
<PAGE> 4
for one or more nominees for election as a director of the Company. In
accordance with Delaware law and the Company's By-Laws, Common Shares as to
which the authority to vote is withheld will be counted for quorum purposes but
will not be counted toward the election of directors or toward the election of
the individual nominees specified on the form of proxy. Abstentions are counted
as present for quorum purposes; however, the effect of an abstention on the
proposal to ratify the selection of auditors is the same as a "no" vote.
The election of directors and the ratification of the selection of auditors
are considered "discretionary" items upon which brokerage firms may vote in
their discretion on behalf of their clients if such clients have not furnished
voting instructions by the tenth day before the Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the only person known by the Company to be
the beneficial owner of more than five percent of the outstanding Common Shares
of the Company on August 8, 1994:
<TABLE>
<CAPTION>
NAME AND ADDRESS COMMON SHARES % OF COMMON
OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES OUTSTANDING
- - ------------------------------------------------------ ------------------ ------------------
<S> <C> <C>
John H. McConnell..................................... 12,648,970(1) 13.9%
1205 Dearborn Drive
Columbus, Ohio 43085
</TABLE>
- - ---------------
(1) Includes 8,437,495 shares which are held of record by JDEL, Inc. ("JDEL"), a
Delaware corporation, which is a wholly-owned subsidiary of JMAC, Inc.
("JMAC"), a private holding company. Mr. McConnell is the President of JDEL
and controlling shareholder of JMAC, and the directors of JDEL have given
Mr. McConnell sole voting and investment power with respect to the Common
Shares of the Company held by JDEL. Also included are 66,487 shares subject
to currently-exercisable options and 506,250 shares held by Mr. McConnell's
wife, as to which shares beneficial ownership is disclaimed. The table does
not include 2,428,312 shares (2.7% of shares outstanding) held by an
independent trustee, in trust for the benefit of Mr. McConnell's wife and
two adult children, over which shares the Trustee has investment and voting
power, subject to the approval of Mrs. McConnell. Beneficial ownership of
these 2,428,312 shares is disclaimed.
ELECTION OF DIRECTORS
The Board of Directors has designated the nominees listed below for
election as directors of the Company for terms expiring in 1997. The enclosed
Proxy will be voted as specified thereon, or if no instructions are given, FOR
the following nominees; however, the persons designated as proxies reserve full
discretion to cast votes for other persons in the event the nominee who would
otherwise receive the votes is unable to serve. The Board of Directors has no
reason to believe that any of the nominees will be unable to serve.
Under Delaware law and the Company's Bylaws, the four nominees receiving
the greatest number of votes will be elected as directors.
2
<PAGE> 5
<TABLE>
The following table sets forth the nominees for election to the Board of
Directors, the directors of the Company whose terms in office will continue, and
certain information, as of August 8, 1994, with respect to each nominee and
director and all directors and executive officers as a group.
<CAPTION>
DIRECTOR
CONTINUOUSLY PRINCIPAL COMMON SHARES
NAME AND AGE SINCE OCCUPATION BENEFICIALLY OWNED (1)
- - --------------------------------------- -----------------------------------------------------------------
<S> <C> <C> <C>
NOMINEES -- TERMS TO EXPIRE IN 1997
Charles R. Carson, 65 (2) 1986 Retired Senior Vice President, General
Electric Company 3,375
John E. Fisher, 64 1993 Retired General Chairman, Nationwide
Insurance Companies 750
John F. Havens, 67 1988 Private Investor, Retired Chairman of
Banc One Corporation 2,250
Charles D. Minor, 67 1962 Counsel, Vorys, Sater, Seymour and Pease,
Attorneys at Law (3) 172,500
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1995
Robert J. Klein, 57 1976 Executive Vice President -- Marketing and
Planning 49,723(4)
Katherine S. LeVeque, 67 1992 Chief Executive Officer, LeVeque
Enterprises, commercial real estate 1,250
John P. McConnell, 40 1990 Vice Chairman and Chief Executive Officer 917,418(5)
Robert B. McCurry, 71 1972 Senior Advisor to President, Toyota Motor
Sales, USA, Inc. 50,455(6)
Gerald B. Mitchell, 66 1986 Retired Chairman and Chief Executive
Officer, Dana Corporation 2,584
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1996
Pete A. Klisares, 58 1991 Executive Vice President 1,500
Donal H. Malenick, 55 1972 President and Chief Operating Officer 860,310
John H. McConnell, 71 1955 Chairman of the Board 12,648,970(7)
James Petropoulos, 65 1976 Owner, James Petropoulos & Company, a
commercial real estate firm 256,343
All executive officers and directors as a group (17 people).......................... 15,100,479(8)
<FN>
- - ---------------
(1) All amounts are as of August 8, 1994. Unless otherwise indicated, each
named person has sole voting and investment power over the listed shares,
or shares such power with his spouse. John H. McConnell (13.9%) and John P.
McConnell (1.0%) are the only directors, nominees or executive officers
with beneficial ownership of more than 1% of the Company's outstanding
Common Shares.
</TABLE>
3
<PAGE> 6
(2) Mr. Carson is currently in the class of directors whose term expires in
1996. He has agreed to be a nominee for the class of directors whose term
expires in 1997 in order to balance the number of directors in each class.
(3) Vorys, Sater, Seymour and Pease rendered legal services to the Company
during its last fiscal year and is rendering legal services to the Company
in the current fiscal year.
(4) Includes 3,708 shares held by Mr. Klein's wife. Beneficial ownership of
these shares is disclaimed.
(5) Included are 24,479 shares held by Mr. John P. McConnell as custodian for
his minor children. Also included are 52,500 shares held in an educational
trust, for the benefit of third parties, of which John P. McConnell is a
co-trustee and thus shares voting and investment power. Beneficial
ownership of these shares is disclaimed.
(6) These 50,455 shares are held by Mr. McCurry and his wife as trustees of the
McCurry Family Trust.
(7) See "Security Ownership of Certain Beneficial Owners."
(8) See Notes 4-7 above. These 15,100,479 shares represent 16.6% of the
Company's outstanding Common Shares.
The principal occupation of each of the nominees and directors during the
past five years has been as indicated in the table above under "Principal
Occupation," except as follows:
John H. McConnell was also Chief Executive Officer of the Company from its
founding in 1955 until May 31, 1993 at which time he retired as CEO and remained
Chairman of the Board.
John P. McConnell's principal occupation for more than five years prior to
July 1990 had been in various capacities with the Company. In July 1990, he
resigned his employment with the Company to become President of JMAC (see
footnote (1) under "Security Ownership Of Certain Beneficial Owners"). John P.
McConnell was elected Vice Chairman of the Company in June 1992 and became Chief
Executive Officer on June 1, 1993. John P. McConnell is John H. McConnell's son.
Mr. Klisares was Manufacturing Vice President and General Manager for AT&T
for more than five years prior to May 1991 and Executive Director of JMAC from
May 1991 through December 1991. He became Assistant to the Chairman of the
Company in December 1991 and was named Executive Vice President in August 1993.
Mr. Carson had been a Senior Vice President of General Electric Company for
more than five years prior to his retirement in 1987. Mr. Fisher had been
General Chairman of Nationwide Insurance Companies for more than five years
prior to his retirement in 1994. Mr. Havens had been Chairman of Banc One
Corporation for more than five years prior to his retirement in 1986. Mr.
Mitchell had been Chairman and Chief Executive Officer of Dana Corporation for
more than five years prior to his retirement in 1990.
4
<PAGE> 7
The following directors and nominees are also directors of the companies
listed opposite their names:
<TABLE>
<S> <C>
Mr. Klisares.................. Rouge Steel Company and Borror Corporation
Mr. Havens.................... Banc One Corporation, Cardinal Distribution, Inc.
and The W. W. Williams Company
Mr. Malenick.................. Rouge Steel Company
Mr. J. H. McConnell........... ALLTEL Corporation
Mr. J. P. McConnell........... ALLTEL Corporation
Mr. Mitchell.................. Michigan National Corporation, George Weston, Ltd.
(Canada), West Point Stevens, Inc. and Eastman
Chemical Co.
</TABLE>
Four meetings of the directors of the Company were held during the fiscal
year ended May 31, 1994. Each director attended at least 75% of the aggregate of
(i) the total number of meetings of the directors and (ii) the total number of
meetings held by all committees of the directors on which he or she served.
COMPENSATION OF DIRECTORS
Non-management directors are paid $6,000 per quarter plus $1,500 for each
attendance at board meetings and $1,000 ($1,500 for committee chairmen) for each
attendance at meetings of committees of the directors.
The Company has adopted Deferred Compensation Plans pursuant to which
certain executive officers and directors have elected to defer a portion of
their bonuses or directors' fees. Under the Plans, participants may generally
elect to defer payment of these amounts until a specified date or until they are
no longer associated with the Company. Amounts deferred under these Plans accrue
interest at a rate equal to the percentage increase in the Company's book value
per share.
COMMITTEES OF DIRECTORS
The directors of the Company have an Audit Committee, the members of which
are Mr. Carson, Mr. Havens, Ms. LeVeque and Mr. Minor. The Committee met two
times during fiscal 1994. Its functions are to review the adequacy of the
Company's system of internal controls, to investigate the scope and adequacy of
the work of the Company's auditors and to recommend to the directors a firm of
accountants to serve as the Company's auditors.
The directors of the Company have a Compensation and Stock Option
Committee, the members of which are Mr. McCurry, Mr. Mitchell and Mr.
Petropoulos. The Committee met two times during fiscal 1994. Its functions are
to set and review all base and bonus compensation for officers of the Company
and to administer the Company's Stock Option Plans.
5
<PAGE> 8
The directors of the Company have a Nominating Committee, the members of
which are Mr. John H. McConnell, Mr. Havens and Mr. Mitchell. The Committee met
one time during fiscal 1994. Its function is to recommend to the directors
persons to be nominated for election as directors. The Committee will consider
nominees recommended by shareholders, provided that such nominations are
submitted in writing not later than May 31 preceding the meeting to John H.
McConnell, 1205 Dearborn Drive, Columbus, Ohio 43085. Each such submission must
include a statement of the qualifications of the nominee, a consent signed by
the nominee evidencing a willingness to serve as a director if elected, and a
commitment by the nominee to meet personally with the Committee.
In accordance with the Company's Bylaws, any shareholder wishing to make a
nomination of a director otherwise than through the Nominating Committee must
give notice to the Secretary of the Company not less than 14 nor more than 50
days prior to the meeting at which directors will be elected, unless
shareholders are given less than 21 days notice of the meeting, in which case
shareholder nominations would be permissible up to 7 days after the notice of
the meeting has been mailed. The notice of nomination must include the nominee's
name, address and principal occupation, the number of shares held beneficially
by such nominee and the nominating shareholder, a written consent of the
proposed nominee to serve if elected, and any other information concerning the
nominee required to be disclosed under the laws and regulations governing proxy
solicitations.
6
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth information for the fiscal years ended May
31, 1994, 1993 and 1992 as to cash compensation paid by the Company, as well as
certain other compensation paid or accrued for those years, to the Company's
Chief Executive Officer ("CEO") and its four other most highly compensated
executives (collectively, the "Named Executives").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
AWARDS
-------------
ANNUAL COMPENSATION
COMMON SHARES
---------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ENDED SALARY BONUS OPTIONS COMPENSATION
LAST FISCAL YEAR MAY 31 ($) ($) (#)(1) ($)
- - -------------------------------- ---------- --------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
John P. McConnell 1994 240,000 397,442 50,000 10,794
Vice Chairman and CEO 1993 191,250 268,600 -- 2,595
1992 N/A N/A -- N/A
John H. McConnell 1994 240,000 426,562 50,000 24,612
Chairman of the Board 1993 240,000 327,800 -- 19,361
1992 240,000 268,000 -- (2)
Donal H. Malenick 1994 235,000 317,600 40,000 245,752
President and COO 1993 223,750 298,550 -- 197,099
1992 220,000 256,700 -- (2)
Robert J. Klein 1994 165,000 239,700 30,000 64,933
Executive Vice President -- 1993 153,750 217,300 -- 54,294
Marketing and Planning 1992 150,000 176,000 -- (2)
Pete A. Klisares 1994 125,000 258,800 30,000 24,655
Executive Vice President 1993 79,583 202,400 -- 3,961
1992 32,500(3) 75,000 (3) -- (2)
<FN>
- - ---------------
(1) Options granted effective June 1, 1994. See table in "Option Grants."
(2) Amounts for 1992 are excluded per transitional rules.
(3) Amounts for 1992 for Mr. Klisares commenced December 1991, the date Mr.
Klisares joined the Company.
</TABLE>
Any amounts deferred under the Deferred Compensation Plan (see
"Compensation of Directors") for the Named Executives are included in the
"Bonus" column. For fiscal 1994, Messrs. Malenick, Klein and Klisares had
$232,217, $51,294 and $12,406, respectively, in interest accrued on amounts in
their Deferred Compensation Plan accounts which are included as "All Other
Compensation."
The Named Executives participate in the Company's Deferred Profit Sharing
Plan (the "Deferred Plan"), together with substantially all of the other regular
full-time employees of the
7
<PAGE> 10
Company except those represented by labor unions. Contributions are based on
profits and are allocated quarterly to employee accounts based upon total
compensation and length of service. Payments under the Deferred Plan are
generally deferred until retirement, death or total and permanent disability.
Allocations under the Deferred Plan for the benefit of Messrs. J. P. McConnell
($10,182), J. H. McConnell ($11,076), Malenick ($10,835), Klein ($11,018) and
Klisares ($11,101) are included as "All Other Compensation."
Also included in "All Other Compensation" are the following costs of
providing term life insurance for the benefit of the Named Executives: Messrs.
J. P. McConnell ($612); J. H. McConnell ($13,536); Malenick ($2,700); Klein
($2,621) and Klisares ($1,149).
OPTION GRANTS
The following table sets forth information with respect to individual
grants of stock options made to the Named Executives effective June 1, 1994.
These options become exercisable in 20% per year increments on each following
June 1. No options were granted effective during the fiscal year ended May 31,
1994.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
COMMON VALUE AT ASSUMED ANNUAL
SHARES % OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS APPRECIATION FOR OPTION
OPTIONS GRANTED TO EXERCISE TERM (1)
GRANTED EMPLOYEES IN PRICE EXPIRATION -------------------------
NAME (#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- - ---------------------------------- ------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
John P. McConnell...... 50,000 (2) 5.66% $ 19.25 6-01-04 $ 605,311 $1,533,977
John H. McConnell...... 50,000 (2) 5.66% $ 19.25 6-01-04 $ 605,311 $1,533,977
Donal H. Malenick...... 40,000 (2) 4.52% $ 19.25 6-01-04 $ 484,249 $1,227,182
Robert J. Klein........ 30,000 (2) 3.39% $ 19.25 6-01-04 $ 363,187 $ 920,386
Pete A. Klisares....... 30,000 (2) 3.39% $ 19.25 6-01-04 $ 363,187 $ 920,386
<FN>
- - ---------------
(1) The amounts reflected in this table represent certain assumed rates of
appreciation only, and assume the options are held until their expiration
date. Actual realized values, if any, on option exercises will be dependent
upon the actual appreciation in the price of the Common Shares of the
Company between the effective date and the date they are exercised. There
can be no assurances that the Potential Realizable Values reflected in this
table will be achieved.
(2) The options become exercisable in 20% per year increments on each
anniversary of their effective date. In the event of a change in control of
the Company (defined in the Stock Option Plan to mean the acquisition of
25% or more of the Common Shares by any "Acquiring Person" and a change in
the composition of the Board of Directors with the effect that a majority
of the directors are not "continuing directors"), unless the Board of
Directors explicitly provides otherwise, all stock options which have been
outstanding at least six months before the date of such change in control
become fully exercisable.
</TABLE>
8
<PAGE> 11
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the Named
Executives concerning the exercise of stock options during the fiscal year ended
May 31, 1994 and unexercised stock options held as of June 1, 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES
<TABLE>
<CAPTION>
VALUE (2) OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE 6/1/94 6/1/94 ($)
ON (1) -------------------------------- ---------------------------
EXERCISE REALIZED NOT NOT
NAME (#) ($) EXERCISABLE (3) EXERCISABLE EXERCISABLE EXERCISABLE
- - ------------------------ --------- -------- --------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
John P. McConnell....... -0- -0- 50,000 -0- -0- -0-
John H. McConnell....... -0- -0- 50,000 66,487 -0- 666,717
Donal H. Malenick....... 66,488 550,372 40,000 -0- -0- -0-
Robert J. Klein......... -0- -0- 30,000 40,500 -0- 406,125
Pete A. Klisares........ -0- -0- 30,000 -0- -0- -0-
</TABLE>
- - ---------------
(1) Pre-tax value based on closing price on exercise date.
(2) Pre-tax value based on the June 1, 1994 closing price of $19.25 per share.
(3) Options effective June 1, 1994.
EXECUTIVE COMPENSATION REPORT AND PERFORMANCE GRAPH
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Committee
Report and the information under "COMPARISON OF FIVE YEAR CUMULATIVE TOTAL
RETURN" shall not be incorporated by reference into any such filings.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION
General Compensation Philosophy
A basic philosophy of Worthington Industries, Inc. is that all regular
full-time, nonunion employees of the Company have a meaningful portion of their
total compensation tied to the profitability of the Company. In furtherance of
this philosophy, all such employees in general participate in either the
Company's cash profit sharing plan or the executive cash bonus plan (the "Bonus
Plan") which has been in place since the 1960's. Cash profit sharing, which
covers the
9
<PAGE> 12
majority of the Company's employees, is computed as a fixed percentage of
profits, and is paid quarterly.
The Company's CEO, its other executive officers and certain other key
employees, participate in the Bonus Plan. Under the Bonus Plan, bonuses paid to
participants are computed as a percentage of the Company's income before taxes,
but after adjustment for contributions to the Company's Deferred Profit Sharing
Plan. The total amount of bonuses paid to all participants in the Bonus Plan may
not exceed 15% of the Company's pre-tax income. Bonuses are paid quarterly based
upon the quarterly financial results and generally account for in excess of 50%
of a participant's total compensation.
Compensation for Executives
Since bonus payments account for such a large percentage of total
compensation and since bonuses are tied to the Company's profitability, the
largest variable in determining total compensation of the CEO, the executive
officers, and other participants in the Bonus Plan is the profitability of the
Company. However, bonuses can be adjusted, up or down, based on the individual's
performance, subjectively determined by his or her supervisor, the CEO or the
Compensation and Stock Option Committee (the "Compensation Committee") as
appropriate.
In setting base salaries for the CEO and the executive officers, the
Compensation Committee has reviewed information regarding compensation paid by
other manufacturing companies of similar size to officers with similar
responsibilities. It is the Committee's intent to set base salaries at levels so
that when the Company performs well, the bonus payments (which are tied to
Company income) would put Company officers in the upper range of total
compensation being paid to officers of comparable companies. Conversely, should
the Company's performance be below that of comparable companies, total executive
compensation would fall below the average compensation range.
Performance of the CEO
Consistent with the philosophy behind the Bonus Plan, profitability of the
Company has been the primary variable in the compensation paid to John P.
McConnell, the Company's CEO. The Compensation Committee believes that the
Company has performed well in fiscal 1994, and that the Company's performance
has exceeded that of comparable companies. Based upon the criteria discussed
above, the Company believes that Mr. McConnell's total compensation should
exceed that of CEO's of comparable companies. However, Mr. McConnell has
requested that at this time he be paid less than the Compensation Committee
would otherwise have recommended. Accordingly, the Compensation Committee
believes that Mr. McConnell's compensation for the year is below that which
would have otherwise been indicated based upon the performance of the Company
and Mr. McConnell.
Long-Term Incentives
Although the Bonus Plan is tied to current profitability, the Company has
found it to provide a good balance between incentives for current and long-term
profitability. Since the payment is
10
<PAGE> 13
based on current year income, the incentive toward current profitability is
obvious. However, since future compensation for the officers will continue to be
based in large part on the Bonus Plan, the Plan also provides incentives to
assure the long-term profitability of the Company.
Long-term incentives are also provided under the Company's Stock Option
Plans. The Company views stock options as particularly appropriate long-term
incentives because stock options align the interests of the
employee/optionholder with those of the shareholder by providing value to the
employee tied directly to stock price increases. Although the terms of the
Company's 1990 Stock Option Plan are flexible, all options granted in the past
ten years have been granted at 100% of the market value on the date of grant.
The Company granted options to the CEO and other Named Executives effective
June 1, 1994 as shown under "Option Grants." Pricing for these options was 100%
of the fair market value on their effective date. The last previous option grant
was in February 1990. The Committee will continue to review the appropriate time
for option grants. Among the factors which were considered for prior grants and
which are likely to be considered for any new grants would be the position held
by the participant in the Company, individual performance and the timing and
amounts of previous grants.
COMPENSATION AND STOCK OPTION COMMITTEE
James Petropoulos, Chairman
Robert B. McCurry
Gerald B. Mitchell
11
<PAGE> 14
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following graph compares the five year cumulative return from investing
$100 at May 31, 1989 in the Company's Common Shares, the S&P 500 index of
companies and the S&P Industrials index of companies, with dividends assumed to
be reinvested when received. The S&P Industrials index includes a broad range of
manufacturers. Because of the diversity of the Company's business, it is felt
that comparison with this broader index is appropriate.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) WTHG S&P 500 S&P INDUST.
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 114.27 116.61 118.21
1991 117.96 130.36 134.25
1992 171.36 143.21 145.99
1993 223.06 159.84 158.33
1994 227.81 166.64 165.69
</TABLE>
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Management will present at the Annual Meeting a resolution calling for the
ratification of the appointment of the firm of Ernst & Young as independent
auditors of the Company for the fiscal year ending May 31, 1995. It is expected
that a representative of Ernst & Young will be present at the Annual Meeting and
will be given the opportunity to make a statement and to respond to appropriate
questions. That firm has audited the accounts of the Company since 1964.
A majority vote will be required for approval of the ratification of the
selection of auditors. If the resolution is not approved, management will select
auditors for the coming year without again referring the matter to a vote of the
shareholders.
12
<PAGE> 15
SHAREHOLDER PROPOSALS
Any shareholder of the Company who intends to submit a proposal to the
Company at the next annual meeting of shareholders must submit such proposal to
the Company at its corporate offices not later than April 20, 1995 for inclusion
in the Company's Proxy Statement and form of Proxy relating to that meeting.
10-K REPORT
The 1994 Annual Report to Shareholders, which includes financial statements
and information concerning the Company's operations during the 1994 fiscal year,
accompanies this Proxy Statement. ANY SHAREHOLDER OF THE COMPANY MAY RECEIVE,
WITHOUT CHARGE, WORTHINGTON INDUSTRIES' FORM 10-K AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION. PLEASE WRITE TO THE COMPANY'S SHAREHOLDER RELATIONS
DEPARTMENT FOR A COPY AT 1205 DEARBORN DRIVE, COLUMBUS, OH 43085.
OTHER MATTERS
Management knows of no other business which may be brought before the
Annual Meeting. However, if any other matter shall properly come before the
Annual Meeting, it is the intention of the persons named in the enclosed form of
Proxy to vote such Proxy in accordance with their best judgment on such matters.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE URGED TO FILL IN,
SIGN AND RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED STAMPED ENVELOPE.
By order of the Board of Directors.
CHARLES D. MINOR, Secretary
Dated: August 18, 1994
13
<PAGE> 16
WORTHINGTON INDUSTRIES, INC.
P PROXY
R
The undersigned hereby constitutes and appoints John H.
O McConnell, Donal H. Malenick and Charles D. Minor, or any of them, the
proxy or proxies of the undersigned to vote at the annual meeting of
X the shareholders of Worthington Industries, Inc. (the "Company") to be
held at the Worthington Industries Training Center, 7400
Y Worthington-Galena Road, Columbus, Ohio on September 22, 1994 at 2:30
P.M. and at any adjournments thereof, all of the shares of Common Stock
of the Company which the undersigned is entitled to vote at such
meeting or any adjournments thereof.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
----------------
SEE REVERSE SIDE
----------------
<PAGE> 17
PLEASE MARK
/ X / VOTES AS IN
THIS EXAMPLE.
ALL PROXIES PREVIOUSLY GIVEN BY THE UNDERSIGNED ARE HEREBY REVOKED. THIS PROXY
WILL BE VOTED AS SPECIFIED. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE
VOTED FOR PROPOSALS NOS. 1 AND 2.
1. The election of four directors for a term expiring in 1997.
NOMINEES: Charles R. Carson, John E. Fisher, John F. Havens
and Charles D. Minor
FOR WITHHOLD
/ / ALL / / FROM ALL
NOMINEES NOMINEES
_____________________________________________________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Ratification of the selection of the / / / / / /
firm of Ernst & Young as auditors for
the current fiscal year.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournments
thereof.
MARK HERE MARK HERE
FOR ADDRESS / / IF YOU PLAN / /
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
Please sign exactly as your name appears on this proxy. Executors,
administrators, trustees, guardians, attorneys and agents should give their
full titles. If shareholder is a corporation, sign in full corporate name by
authorized officer.
If any changes are required to your address, please cross the incorrect
information and PRINT the new information. The new address will be used by the
Transfer Agent for all future communications, including proxies and dividend
checks.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
PLEASE SIGN IT AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature ___________________________________________ Date _______________
Signature ___________________________________________ Date _______________
