|
Date of Report (Date of earliest event reported):
September 26, 2013
|
Ohio | 001-08399 | 31-1189815 |
(State or other jurisdiction
of incorporation)
|
(Commission File Number) |
(IRS Employer
Identification No.)
|
200 Old Wilson Bridge Road, Columbus, Ohio | 43085 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: | (614) 438-3210 |
Diluted EPS attributable to controlling interest
|
$ | 0.76 | ||
Gain on acquisition of additional 10% interest in TWB (after-tax)
|
(0.13 | ) | ||
Favorable tax adjustment on acquisition of additional 10% interest in TWB
(after-tax)
|
(0.06 | ) | ||
Restructuring charges
|
0.01 | |||
Adjusted diluted EPS attributable to controlling interest
|
$ | 0.58 |
•
|
Income or earnings (before or after interest, taxes, depreciation, amortization and/or other items);
|
•
|
Earnings per common share;
|
•
|
Economic value added;
|
•
|
Sales or revenues;
|
•
|
Growth;
|
•
|
Operating income;
|
•
|
Return measures (including, but not limited to, return on assets, capital, invested capital, equity or revenue);
|
•
|
Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity or cash flow return on investment);
|
•
|
Gross, operating or other margins;
|
•
|
Productivity ratios or other productivity measures;
|
•
|
Common share price (including, but not limited to, growth measures and total shareholder return);
|
•
|
Expense reduction, expense targets or cost control;
|
•
|
Operating or other efficiencies;
|
•
|
Market share;
|
•
|
Developing new markets, new products and/or new lines of revenue; or
|
•
|
Identifying and completing acquisitions.
|
●
|
any NSOs and SARs outstanding as of the date the change in control is determined to have occurred, and which are not then exercisable and vested, will become fully exercisable and vested to the full extent of the original grant; however, if an SAR is held by a participant who is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended (a “Section 16(b) participant”), the SAR will not become fully vested and exercisable unless the SAR has been outstanding for at least six months;
|
●
|
the restrictions applicable to any restricted stock award will lapse, and the underlying common shares will become free of all restrictions and become fully vested and transferable to the full extent of the original grant;
|
●
|
all performance awards will be considered to be earned and payable in full, and any other restriction will lapse and the performance awards will be immediately settled or distributed; and
|
●
|
the restrictions and other conditions applicable to any other stock unit awards or any other awards will lapse, and the other stock unit awards or other awards will become free of all restrictions or conditions and become fully vested and transferable to the full extent of the original grant.
|
●
|
the Registrant;
|
●
|
any employee benefit plan of the Registrant or a trustee of or fiduciary with respect to any such plan when acting in that capacity; or
|
●
|
any person who, on September 18, 1997, was an affiliate of the Registrant owning in excess of 10% of the Registrant’s outstanding common shares and the respective successors, executors, legal representatives, heirs and legal assigns of such person.
|
●
|
Income or earnings (before or after interest, taxes, depreciation, amortization and/or other items);
|
●
|
Earnings per common share;
|
●
|
Economic value added;
|
●
|
Sales or revenues;
|
●
|
Growth;
|
●
|
Operating income;
|
●
|
Return measures (including, but not limited to, return on assets, capital, invested capital, equity or revenue);
|
●
|
Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity or cash flow return on investment);
|
●
|
Gross, operating or other margins;
|
●
|
Productivity ratios or other productivity measures;
|
●
|
Common share price (including, but not limited to, growth measures and total shareholder return);
|
●
|
Expense reduction, expense targets or cost control;
|
●
|
Operating or other efficiencies;
|
●
|
Market share;
|
●
|
Developing new markets, new products and/or new lines of revenue; or
|
●
|
Identifying and completing acquisitions.
|
●
|
asset write-downs;
|
●
|
litigation or claim judgments or settlements;
|
●
|
changes in or the effects of tax laws, accounting principles (or interpretations thereof), accounting methods (including the differences between LIFO and FIFO accounting methods), or other laws or provisions affecting reported results;
|
●
|
any reorganization or restructuring program or restructuring costs;
|
●
|
extraordinary or non-recurring items;
|
●
|
acquisitions or divestitures; and
|
●
|
foreign exchange gains and losses.
|
Votes For
|
Votes Withheld
|
Abstain
|
Broker Non-Votes
|
|
Kerrii B. Anderson
|
45,257,322
|
11,673,983
|
55,524
|
6,124,230
|
John P. McConnell
|
53,725,897
|
3,214,997
|
45,935
|
6,124,230
|
Mary Schiavo
|
45,236,142
|
11,687,273
|
63,414
|
6,124,230
|
Votes For
|
Votes Against
|
Abstain
|
Broker
Non-Votes
|
|||||
54,445,556
|
2,238,620
|
302,653
|
6,124,230
|
Votes For
|
Votes Against
|
Abstain
|
Broker
Non-Votes
|
|||||
55,706,856
|
993,741
|
286,232
|
6,124,230
|
Votes For
|
Votes Against
|
Abstain
|
Broker
Non-Votes
|
|||||
44,361,819
|
12,319,515
|
305,495
|
6,124,230
|
Votes For
|
Votes Against
|
Abstain
|
Broker
Non-Votes
|
|||||
55,752,261
|
922,077
|
312,491
|
6,124,230
|
Votes For
|
Votes Against
|
Abstain
|
|||
62,518,979
|
517,708
|
74,372
|
Exhibit No.
|
Description
|
10.1
|
Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (amendment and restatement effective as of November 1, 2008) (incorporated herein by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q of Worthington Industries, Inc. for the quarterly period ended November 30, 2008 (SEC File No. 001-08399))
|
10.2
|
First Amendment to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (First Amendment effective as of June 26, 2013; performance goals approved by shareholders on September 26, 2013) (filed herewith)
|
10.3
|
Second Amendment to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Second Amendment approved by shareholders and effective September 26, 2013) (filed herewith)
|
10.4
|
Worthington Industries, Inc. Annual Incentive Plan for Executives (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Worthington Industries, Inc. dated September 30, 2008 and filed with the SEC on the same date (SEC File No. 001-08399))
|
10.5
|
First Amendment to the Worthington Industries, Inc. Annual Incentive Plan for Executives (First Amendment approved by shareholders and effective on September 26, 2013) (filed herewith)
|
10.6
|
First Amendment to the Worthington Industries, Inc. Amended and Restated 2003 Stock Option Plan (First Amendment effective September 26, 2013) (filed herewith)
|
10.7
|
First Amendment to the Worthington Industries, Inc. 2010 Stock Option Plan (First Amendment effective September 26, 2013) (filed herewith)
|
99.1 |
Transcript of Worthington Industries, Inc. Earnings Conference Call for First Quarter of Fiscal 2014 (Fiscal Quarter ended August 31, 2013), held on September 26, 2013
|
WORTHINGTON INDUSTRIES, INC. | |
Date: October 1, 2013 | By: /s/ Dale T. Brinkman |
Dale T. Brinkman, Vice President – | |
Administration, General Counsel and Secretary |
(i) | Income or earnings (before or after interest, taxes, depreciation, amortization and/or other items); | ||
(ii) | Earnings per Share; | ||
(iii) | Economic value added; | ||
(iv) | Sales or revenues; | ||
(v) | Growth; | ||
(vi) | Operating income; | ||
(vii) | Return measures (including, but not limited to, return on assets, capital, invested capital, equity or revenue); | ||
(viii) | Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity or cash flow return on investment); | ||
(ix) | Gross, operating or other margins; | ||
(x) | Productivity ratios or other productivity measures; | ||
(xi) | Share price (including, but not limited to, growth measures and total shareholder return); | ||
(xii) | Expense reduction, expense targets or cost control; | ||
(xiii) | Operating or other efficiencies; | ||
(xiv) | Market share; | ||
(xv) | Developing new markets, new products and/or new lines of revenue; or | ||
(xvi) | Identifying and completing acquisitions. |
WORTHINGTON INDUSTRIES, INC.
By:
/s/Dale T. Brinkman
Name:
Dale T. Brinkman
Title:
Vice President-Administration and General Counsel
|
1.
|
The first and second paragraphs of Section 3(b) of the Plan are hereby deleted in their entirety and the following two paragraphs are substituted therefor:
The maximum number of Shares in respect of which Awards may be granted under the Plan, subject to adjustment as provided in Section 3(c) of the Plan, shall be 6,500,000. Notwithstanding the foregoing, in no event shall more than 1,000,000 Shares be cumulatively available for Awards of Incentive Stock Options under the Plan and provided further that no Participant may be granted Awards in any one calendar year with respect to more than 200,000 Shares.
For the purpose of computing the total number of Shares available for Awards under the Plan, there shall be counted against the foregoing limitations the number of Shares subject to issuance upon exercise or settlement of Awards as of the dates on which such Awards are granted. Subject to the following sentence, (a) any Shares which are used as full or partial payment to Worthington by a Participant of the option price of Shares upon exercise of an Option shall again be available for Awards under the Plan; and (b) shares which were previously subject to Awards shall again be available for Awards under the Plan if any such Awards are forfeited, terminated, expire unexercised, settled in cash or property other than Shares or exchanged for other Awards (to the extent of such forfeiture, termination or expiration of such Awards), or if the Shares subject thereto can otherwise no longer be issued. The above notwithstanding, any Shares which are the subject of Options or of Stock Appreciation Rights granted on or after September 26, 2013, shall not again be available for Awards under the Plan, even if such Option or Stock Appreciation Right is forfeited, terminated, expires unexercised, settled in cash or property other than Shares or exchanged for another Award or the Shares subject to such Option or Stock Appreciation Right can otherwise no longer be issued.
|
2.
|
Section 3 of the Plan is hereby amended by adding the following subsection (d) to the end thereof:
|
(d)
|
Prohibition on Repricing.
Except for adjustments made pursuant to Section 3(c) of the Plan, in no event may the Committee, without obtaining shareholder approval: (i) amend the terms of an outstanding Award to reduce the option price of an outstanding Option or the grant price of an outstanding Stock Appreciation Right; (ii) cancel an outstanding Option or Stock Appreciation Right in exchange for Options or Stock Appreciation Rights with an option price or grant price, as applicable, that is less than the option price or grant price of the original Option or Stock Appreciation Right; (iii) cancel an outstanding Option or Stock Appreciation Right with an option price or grant price, as applicable, which is above the current Fair Market Value of the Shares underlying the Option or Stock Appreciation Right in exchange for another Award, cash or other securities; (iv) take any other action that is treated as a “repricing” under generally accepted accounting principles; or (v) take any other action that has the effect of “repricing” an Award, as defined under the rules of the securities exchange or other recognized market or quotation system on which the Shares are then listed or traded.
|
3.
|
Section 13(b) of the Plan is hereby deleted in its entirety and the following shall be substituted therefor:
|
|
(b)
|
Terms of Awards.
The term of each Award shall be for such period of months or years from the date of its grant as may be determined by the Committee; provided that in no event shall the term of any Option or Stock Appreciation Right exceed a period of 10 years from the date of its grant.
|
4.
|
Section 14 of the Plan is hereby amended by deleting the second sentence thereof in its entirety.
|
5.
|
Section 15(j) of the Plan is hereby deleted in its entirety and the following is substituted therefor:
(j)
“Company”
shall mean Worthington and its subsidiaries, direct and indirect. Subsidiaries of Worthington shall include (i) any entity of which Worthington owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock, if the entity is a corporation, or of the capital or profits interests, if the entity is a partnership or another form of entity and (ii) any other entity in which Worthington has a 20% or greater direct or indirect equity interest and which is designated as a “Subsidiary” by the Committee for purposes of this Plan; provided, however, that with respect to any Award that is subject to Section 409A of the Code, “Company” shall mean Worthington and its subsidiaries with whom Worthington would be considered a single employer under Sections 414(b) and (c) of the Code, but modified as permitted by Treasury Regulation §1.409A-1(b)(5)(iii)(E)(1).
|
6.
|
The first sentence of Section 15(n) of the Plan is hereby deleted in its entirety and the following is substituted therefor:
(n)
“Employee”
shall mean any common law employee of the Company
|
WORTHINGTON INDUSTRIES, INC.
By:
/s/Dale T. Brinkman
Name:
Dale T. Brinkman
Title:
Vice President-Administration
|
1.
|
Section 3.4 of the Plan is hereby deleted in its entirety and the following is substituted therefor:
|
(i) | Income or earnings (before or after interest, taxes, depreciation, amortization and/or other items); | ||
(ii) | Earnings per Common Share; | ||
(iii) | Economic value added; | ||
(iv) | Sales or revenues; | ||
(v) | Growth; | ||
(vi) | Operating income; | ||
(vii) | Return measures (including, but not limited to, return on assets, capital, invested capital, equity or revenue); | ||
(viii) | Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity or cash flow return on investment); | ||
(ix) | Gross, operating or other margins; | ||
(x) | Productivity ratios or other productivity measures; | ||
(xi) | Common Share price (including, but not limited to, growth measures and total shareholder return); | ||
(xii) | Expense reduction, expense targets or cost control; | ||
(xiii) | Operating or other efficiencies; | ||
(xiv) | Market share; | ||
(xv) | Developing new markets, new products and/or new lines of revenue; or | ||
(xvi) | Identifying and completing acquisitions. |
WORTHINGTON INDUSTRIES, INC.
By:
/s/Dale T. Brinkman
Name:
Dale T. Brinkman
Title:
Vice President-Administration
|
WORTHINGTON INDUSTRIES, INC.
By:
/s/ Dale T. Brinkma
n
Dale T. Brinkman,
Vice President – Administration,
General Counsel and Secretary
|
WORTHINGTON INDUSTRIES, INC.
By:
/s/Dale T. Brinkman
Dale T. Brinkman,
Vice President – Administration,
General Counsel and Secretary
|
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