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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): May 19, 2006
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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 (IRS Employer
of incorporation) File Number) 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
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(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 1.01. Entry into a Material Definitive Agreement
Annual Base Salaries Approved for Named Executive Officers.
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On May 19, 2006, the Compensation Committee (the "Compensation Committee") of
the Board of Directors (the "Board") of Worthington Industries, Inc. (the
"Registrant") approved the following base salaries of the named executive
officers set forth below based on individual performance assessments and market
data. The new base salaries become effective as of June 1, 2006.
Prior Annual New Annual
Name and Principal Position Base Salary Base Salary
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John P. McConnell, Chairman
& Chief Executive Officer $485,000 $550,000
John S. Christie, President
& Chief Executive Officer $300,000 $350,000
George P. Stoe, Executive Vice
President & Chief Operating Officer $280,000 $340,000
Joe W. Harden, President
The Worthington Steel Company $230,000 $230,000
Edmund L. Ponko, Jr., President
Dietrich Industries, Inc. $220,000 $220,000
Long-Term Incentive Plan Awards to Named Executive Officers.
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On May 19, 2006, the Compensation Committee made the following cash performance
awards and performance share awards to the named executive officers under the
Worthington Industries, Inc. 1997 Long-Term Incentive Plan for the three-year
performance period ending May 31, 2009.
Cash Performance Awards for the Three-Year Period Ending May 31, 2009:
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Name Threshold ($) Target ($) Maximum ($)
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John P. McConnell 550,000 1,100,000 1,650,000
John S. Christie 230,000 460,000 690,000
George P. Stoe 230,000 460,000 690,000
Joe W. Harden 200,000 400,000 600,000
Edmund L. Ponko, Jr. 167,500 335,000 502,500
Performance Share Awards for the Three Year Period Ending May 31, 2009:
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No. of Common Shares
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Name Threshold ($) Target ($) Maximum ($)
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John P. McConnell 17,500 35,000 52,500
John S. Christie 6,250 12,500 18,750
George P. Stoe 6,250 12,500 18,750
Joe W. Harden 4,500 9,000 13,500
Edmund L. Ponko, Jr. 4,250 8,500 12,750
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Payouts 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 business unit executives, including
Messrs. Harden and Ponko, 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
payouts would generally be made in August 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, payable in
full, and immediately settled or distributed.
For further information about the Worthington Industries, Inc. 1997 Long-Term
Incentive Plan, and the performance awards to be made to executive officers of
the Registrant, please refer to the 1997 Long-Term Incentive Plan (which was
filed as Exhibit 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 and is incorporated herein by reference.
Stock Option Grants to Named Executive Officers.
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On May 19, 2006, the Compensation Committee approved the following stock option
grants to be made to the named executive officers effective as of June 1, 2006,
with the exercise price of each stock option to be equal to the closing price of
the common shares of the Registrant as of June 1, 2006. All such options would
expire May 31, 2116.
No. of Common Shares
Name Underlying Stock Options Granted
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John P. McConnell 130,000
John S. Christie 45,000
George P. Stoe 45,000
Joe W. Harden 40,000
Edmund L. Ponko, Jr. 35,000
Compensation of Directors.
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On May 19, 2006, the Compensation Committee recommended and on May 20, 2006, the
Board approved the following changes to the compensation for non-employee
directors of the Registrant, based on market information:
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Changes to Cash Compensation.
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The following changes were made to cash compensation:
Prior New
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Annual Retainer: $35,000 $45,000
Attendance at a Board Meeting:
(including telephonic meetings) $1,500 $1,500
Audit Committee Chair:
(Annual Retainer) $10,000 $10,000
Other Committee Chair other than Audit:
(Annual Retainer) $5,000 $7,500
Attendance at a Board / Committee Meeting:
(including telephonic meetings) $1,000 $1,500
Stock Option Awards.
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Subject to approval by the Registrant's shareholders of an amendment to the
Worthington Industries, Inc. 2000 Stock Option Plan for Non-Employee Directors
at the 2006 Annual Meeting of Shareholders, the number of common shares subject
to the annual stock option to be granted to non-employee directors of
Registrant, as of the date of each annual meeting of shareholders of the
Registrant would be increased from a stock option to purchase 4,000 common
shares to a stock option to purchase 5,000 common shares, effective with the
date of the 2006 Annual Meeting of Shareholders. The remaining terms of the
stock options to be granted to non-employee directors under the Worthington
Industries, Inc. 2000 Stock Option Plan for Non-Employee Directors would not
change.
Restricted Stock Awards.
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Subject to approval by the Registrant's shareholders of an appropriate incentive
compensation plan permitting such awards, an annual award of 1,300 shares of
restricted stock would be made to each non-employee director, to be effective as
of the date of each annual meeting of the shareholders of Registrant, effective
with the date of the 2006 Annual Meeting of Shareholders. Each share of
restricted stock granted to a non-employee director would vest upon the first to
occur of: (i) the first anniversary of the grant date; or (ii) as to any share
granted as of the date of an annual meeting of shareholders, the date on which
the next annual meeting of shareholders of the Registrant is held. During the
time between the grant date and the one year anniversary, dividends paid to the
Registrant's shareholders of record would be accrued and paid upon the vesting
date as described above. In the case of death, total disability, change in
control or retirement, all shares of restricted stock would immediately become
fully vested.
Item 9.01. Financial Statements and Exhibits.
(a)-(c) Not applicable.
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(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: May 25, 2006
By: /s/ Dale T. Brinkman
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Dale T. Brinkman, Vice President-Administration,
General Counsel & Secretary
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