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DEFA14A Filing
Worthington Industries (WOR) DEFA14AAdditional proxy soliciting materials
Filed: 19 Aug 10, 12:00am
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Definitive Proxy Statement |
x | Definitive Additional Materials |
o | Soliciting Material under § 240.14a-12 |
x | No fee required |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
o | Fee paid previously with preliminary materials |
o | 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: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Outstanding Common Shares (1) | |
John P. McConnell 200 Old Wilson Bridge Road Columbus, OH 43085 | 18,047,279 | (2) | 23.3% |
Southeastern Asset Management, Inc. Longleaf Partners Small-Cap Fund O. Mason Hawkins 6410 Poplar Ave., Suite 900 Memphis, TN 38119 | 6,708,400 | (3) | 8.8% |
BlackRock, Inc. 40 East 52nd Street New York, NY 10022 | 5,023,488 | (4) | 6.6% |
(1) | The “Percent of Outstanding Common Shares” is based on the sum of 76,418,847 common shares outstanding on the Record Date and the number of common shares, if any, as to which the named person has the right to acquire beneficial ownership upon the exercise of options which are currently exercisable or which will first become exercisable within 60 days after the Record Date (collectively, “Currently Exercisable Options”). |
Amount and Nature of Beneficial Ownership (1) | ||||
Name of Beneficial Owner | Number of Common Shares Presently Held and Which Can Be Acquired Upon Exercise of Currently Exercisable Options | Percent of Outstanding Common Shares (2) | Theoretical Common Shares Credited to Accounts in the Company’s Deferred Compensation Plans (3) | |
Kerrii B. Anderson | 5,436(4) | * | -- | |
John B. Blystone | 73,655(5)(6) | * | -- | |
Michael J. Endres | 117,650(5)(7) | * | 39,305 | |
Harry A. Goussetis (8) | 149,292(9) | * | 9,584 | |
Peter Karmanos, Jr. | 105,550(5)(10) | * | 49,021 | |
John R. Kasich | 55,550(5)(11) | * | 14,287 | |
John P. McConnell (8) | 18,047,279(12) | 23.3% | -- | |
Carl A. Nelson, Jr. | 53,550(5)(13) | * | -- | |
Sidney A. Ribeau | 55,550(5)(14) | * | 12,311 | |
B. Andrew Rose (8) | 89,053(15) | * | -- | |
Mark A. Russell (8) | 112,491(16) | * | 75,954 | |
Mary Schiavo | 59,561(5)(17) | * | 845 | |
George P. Stoe (8) | 229,978(18) | * | 59,128 | |
All Current Directors and Executive Officers as a Group (20 people) | 19,903,018(19) | 25.3% | 263,842 |
(1) | Except as otherwise indicated by footnote, each named beneficial owner has sole voting power and sole dispositive power over the listed common shares or shares such power with his or her spouse. |
(2) | The “Percent of Outstanding Common Shares” is based on the sum of (a) 76,416,847 common shares outstanding on the Record Date and (b) the number of common shares, if any, as to which the named person or group has the right to acquire beneficial ownership upon the exercise of Currently Exercisable Options. |