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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2007
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WORTHINGTON INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Ohio 1-8399 31-1189815
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
200 Old Wilson Bridge Road, Columbus, Ohio 43085
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 438-3210
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Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Awards to Named Executive Officers.
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On June 21, 2007, the Compensation Committee (the "Compensation Committee") of
the Board of Directors (the "Board") of Worthington Industries, Inc. (the
"Registrant") made the following cash performance awards and performance share
awards to the named executive officers under the Worthington Industries, Inc.
1997 Long-Term Incentive Plan (the "1997 Long-Term Incentive Plan") for the
three-year performance period ending May 31, 2010.
Cash Performance Awards for the Three-Year Period Ending May 31, 2010:
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Name Threshold ($) Target ($) Maximum ($)
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John P. McConnell 475,000 950,000 1,425,000
John S. Christie 250,000 500,000 750,000
George P. Stoe 300,000 600,000 900,000
Harry A. Goussetis 125,000 250,000 375,000
Performance Share Awards for the Three-Year Period Ending May 31, 2010:
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No. of Common Shares
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Name Threshold Target Maximum
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John P. McConnell 15,000 30,000 45,000
John S. Christie 6,250 12,500 18,750
George P. Stoe 6,750 13,500 20,250
Harry A. Goussetis 3,250 6,500 9,750
Pay-outs of performance awards are generally tied to achieving specified levels
(threshold, target and maximum) of cumulative corporate economic value added and
earnings per share growth for the performance period, with each performance
measure carrying a 50% weighting. For Mr. Goussetis, as a pressure cylinder
business unit executive, cumulative corporate economic value-added and earnings
per share measures together carry a 50% weighting, and business unit operating
income targets are weighted 50%. If the performance level falls between
threshold and target or between target and maximum, the award is prorated.
Performance award pay-outs would generally be made no later than three months
following the end of the applicable performance period. Cash performance awards
may be paid in cash, common shares of the Registrant, other property, or any
combination thereof, at the sole discretion of the Compensation Committee at the
time of payment. Performance share awards will be paid in common shares of the
Registrant. Unless the Board specifically provides otherwise, in the event of a
change in control of the Registrant, all performance awards would be considered
to be earned at maximum, payable in full, and immediately settled or
distributed.
For further information about the 1997 Long-Term Incentive Plan, and the
performance awards which may be made to executive officers of the Registrant,
please refer to the 1997 Long-Term Incentive Plan (which was filed as Exhibit
2
10(e) to the Annual Report on Form 10-K of Worthington Industries, Inc., a
Delaware corporation, for the fiscal year ended May 31, 1997 (SEC File No.
0-4016)), and the form of letter evidencing performance awards granted under the
1997 Long-Term Incentive Plan, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K dated June 27, 2007 and is incorporated herein by reference.
Stock Option Grants to Named Executive Officers.
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On June 21, 2007, the Compensation Committee approved the following stock option
grants to be made to the named executive officers effective as of July 2, 2007,
with the exercise price of each stock option to be equal to the closing price of
the common shares of the Registrant as of July 2, 2007. All such stock options
would expire July 1, 2117, subject to the terms thereof in respect of earlier
termination or forfeiture.
No. of Common Shares
Name Underlying Stock Options Granted
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John P. McConnell 100,000
John S. Christie 45,000
George P. Stoe 45,000
Harry A. Goussetis 22,500
Cash Performance Award Pay-outs for Three-Year Performance Period Ending May 31,
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2007:
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On June 21, 2007, the Compensation Committee approved the pay-out of cash
performance awards which had been granted under the 1997 Long-Term Incentive
Plan as a result of the achievement of performance levels which had been
specified for the three-year period from June 1, 2004 to May 31, 2007. The
performance levels achieved related to the Registrant's cumulative corporate
economic value added over the three-year performance period and for those
involved with the pressure cylinder business unit, operating income for such
business unit. The cash payments to be made to the named individuals for the
three-year performance period from June 1, 2004 to May 31, 2007 are set forth
below, with such amounts payable as soon as practicable after the Compensation
Committee's approval.
Pay-out in respect of
Cash Performance Award
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John P. McConnell $750,000
John S. Christie $300,000
George P. Stoe $260,416
Harry A. Goussetis $145,833
Edmund L. Ponko, Jr. $ 93,750
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Separation Agreement:
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As previously reported in a Current Report on Form 8-K filed on June 5, 2007,
Edmund L. Ponko, Jr. resigned as President of Dietrich Industries, Inc., a/k/a
Dietrich Metal Framing ("Dietrich") and George P. Stoe, Registrant's Executive
Vice President and Chief Operating Officer, was named interim President of
Dietrich. In connection with Mr. Ponko's resignation, Dietrich and Mr. Ponko
entered into a Separation Agreement, which became effective June 26, 2007,
pursuant to which: (i) Mr. Ponko will receive salary continuation payments
totaling $668,800 (approximately equal to the amount of Mr. Ponko's annual base
salary and bonus for the twelve-month period prior to the date of his
resignation); and (ii) Mr. Ponko agreed not to compete with Dietrich for a
period of 12 months following the date of his resignation.
Item 9.01. Financial Statements and Exhibits.
(a)-(c) Not applicable.
(d) Exhibits:
Exhibit No. Description
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10.1 Form of Letter Evidencing Performance Awards Granted under the
Worthington Industries, Inc. 1997 Long-Term Incentive Plan.
SIGNATURE
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.
WORTHINGTON INDUSTRIES, INC.
Date: June 27, 2007
By: /s/Dale T. Brinkman
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Dale T. Brinkman, Vice President-
Administration, General Counsel
& Secretary
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