Edgar Filing: WORTHINGTON INDUSTRIES INC

By Order of the Board of Directors,

/s/ Dale T. Brinkman

Dale T. Brinkman,

Dated: August 16, 2012

Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

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x	Definitive Proxy Statement

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¨	Soliciting Material Pursuant to §240.14a-12

Worthington Industries, Inc.

(Name of Registrant as Specified In Its Charter)

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LOGO

200 Old Wilson Bridge Road

Columbus, OH 43085

August 16, 2012

Dear Fellow Shareholders:

On behalf of the Board of Directors and employees of Worthington Industries, Inc. (the “Company”), I cordially invite our shareholders to the 2012 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company to be held on Thursday, September 27, 2012, at Worthington Industries Headquarters, 200 Old Wilson Bridge Road, Columbus, Ohio 43085, beginning at 2:00 p.m., Eastern Daylight Time.

Details of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement, which you are urged to read carefully. The Company’s 2012 Annual Report to Shareholders is also being delivered to you and provides additional information regarding the financial results of the Company for the fiscal year ended May 31, 2012. If you were a shareholder of record at the close of business on August 6, 2012, you are entitled to vote in person or by proxy at the Annual Meeting.

It is important that your common shares be voted on matters that come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, I urge you to participate by completing, signing, dating and returning your proxy card in the envelope provided. The prompt return of your proxy card will help ensure that as many common shares as possible are represented at the Annual Meeting. Alternatively, registered shareholders may transmit voting instructions for their common shares electronically through the Internet or by telephone by following the simple instructions on the proxy card. For those shareholders unable to attend the Annual Meeting, a live audio web cast will be available via Internet link at www.worthingtonindustries.com.

Your continuing interest in our Company is greatly appreciated.

Sincerely,

/s/ John P. McConnell

JOHN P. McCONNELL

Chairman of the Board and Chief Executive Officer

WORTHINGTON INDUSTRIES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO OUR SHAREHOLDERS:

Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of Worthington Industries, Inc. (the “Company”) will be held at 2:00 p.m., Eastern Daylight Time, on Thursday, September 27, 2012, at Worthington Industries Headquarters located at 200 Old Wilson Bridge Road, Columbus, Ohio 43085. For those shareholders unable to attend in person, a live audio web cast will be available via Internet link at www.worthingtonindustries.com.

The Annual Meeting is being held for the following purposes:

To elect three directors, each to serve for a term of three years to expire at the 2015 Annual Meeting of Shareholders;

To approve the advisory resolution on executive compensation; and

To ratify the selection of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2013.

Your Board of Directors recommends that you vote “FOR” the election of each of the three director nominees listed in the Company’s Proxy Statement for the Annual Meeting under the caption “PROPOSAL 1: ELECTION OF DIRECTORS”; “FOR” the approval of the advisory resolution on executive compensation; and “FOR” the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2013.

If you were a shareholder of record, as shown by the transfer books of the Company, at the close of business on August 6, 2012, you will be entitled to receive notice of, and to vote at, the Annual Meeting. A copy of the Company’s 2012 Annual Report to Shareholders accompanies this Notice.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE. ALTERNATIVELY, REFER TO THE INSTRUCTIONS ON THE PROXY CARD FOR DETAILS ABOUT TRANSMITTING YOUR VOTING INSTRUCTIONS ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE. Returning the proxy card or transmitting your voting instructions electronically does not deprive you of your right to attend the Annual Meeting and to vote your common shares in person in respect of the matters to be acted upon at the Annual Meeting.

By Order of the Board of Directors,

/s/ Dale T. Brinkman

Dale T. Brinkman

Secretary

Columbus, Ohio

August 16, 2012

To obtain directions to attend the Annual Meeting and vote in person, please call Kim Bertino of the

Worthington Industries Investor Relations Department, at (614) 840-4082.

PROXY STATEMENT FOR THE

ANNUAL MEETING OF SHAREHOLDERS OF

WORTHINGTON INDUSTRIES, INC.

To Be Held on Thursday, September 27, 2012

TABLE OF CONTENTS


	Page
General Information about Voting		1

Notice Regarding Internet Availability of Proxy Materials		3

Security Ownership of Certain Beneficial Owners and Management		3

Corporate Governance		7

Proposal 1: Election of Directors		11

Transactions with Certain Related Persons		23

Executive Compensation		26

Compensation of Directors		56

Equity Compensation Plan Information		59

Proposal 2: Advisory Vote on Named Executive Officer Compensation		61

Proposal 3: Ratification of the Selection of Independent Registered Public Accounting Firm		62

Audit Committee Matters		63

Householding of Annual Meeting Materials		65

Shareholder Proposals for 2013 Annual Meeting		66

Future Electronic Access to Proxy Materials and Annual Report		66

Annual Report on Form 10-K		67

Other Business		67

Companies Included in Comparator Group		Appendix I

WORTHINGTON INDUSTRIES, INC.

200 Old Wilson Bridge Road

Columbus, Ohio 43085

(614) 438-3210

www.worthingtonindustries.com

PROXY STATEMENT

Dated: August 16, 2012

FOR THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held On September 27, 2012

GENERAL INFORMATION ABOUT VOTING

This Proxy Statement, along with the accompanying proxy card, is being furnished to shareholders of Worthington Industries, Inc. (the “Company”) in connection with the solicitation of proxies, on behalf of the Board of Directors of the Company (the “Board”), for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, September 27, 2012, at 2:00 p.m., Eastern Daylight Time. The Annual Meeting will be held at Worthington Industries Headquarters located at 200 Old Wilson Bridge Road, Columbus, Ohio 43085. This Proxy Statement summarizes information you will need in order to vote.

As used in this Proxy Statement, the term “Company” means Worthington Industries, Inc. or, where appropriate, Worthington Industries, Inc. and its subsidiaries. The term “common shares” means the Company’s common shares, without par value. Other than common shares, there are no voting securities of the Company outstanding.

Voting at the Annual Meeting

Only shareholders of record at the close of business on August 6, 2012 (the “Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting. The Company is first sending or giving this Proxy Statement and the accompanying proxy card to those shareholders on or about August 16, 2012. The total number of issued and outstanding common shares on the Record Date entitled to vote at the Annual Meeting was 69,366,112. Each shareholder is entitled to one vote on each matter voted upon at the Annual Meeting for each common share held. Shareholders do not have cumulative voting rights in the election of directors.

To ensure that your common shares will be voted at the Annual Meeting, please complete, sign, date and promptly return the accompanying proxy card. A return envelope, which requires no postage if mailed in the United States, has been provided for your use. Alternatively, you may transmit voting instructions electronically via the Internet or by using the toll-free telephone number stated on the proxy card. The deadline for transmitting voting instructions electronically via the Internet or telephonically is 11:59 p.m., Eastern Daylight Time, on September 26, 2012. The Internet and telephone voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ voting instructions have been properly recorded. If you vote through the Internet or by telephone, you should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and/or telephone companies, that will be borne by you.

Those common shares represented by properly executed proxy cards that are received prior to the Annual Meeting and not revoked, or by properly authenticated voting instructions transmitted electronically via the Internet or by telephone prior to the deadline for transmitting those instructions and not revoked, will be voted as directed by the shareholders. The common shares represented by all valid forms of proxy received prior to the Annual Meeting which do not specify how the common shares should be voted will be voted as recommended by the Board, as follows: “FOR” the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2013; and, except in the case of broker non-votes: (a) “FOR” each of the three director nominees listed below under the caption “PROPOSAL 1: ELECTION OF DIRECTORS”; and (b) “FOR” the approval of the advisory resolution on executive compensation, as described in “PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.” No appraisal rights exist for any action proposed by the Company to be taken at the Annual Meeting.

Voting of Common Shares Held in “Street Name”

Under the applicable sections of the New York Stock Exchange (“NYSE”) Listed Company Manual (the “NYSE Rules”), the ratification of the selection of the Company’s independent registered public accounting firm is considered a “routine” item upon which broker/dealers, who hold their clients’ common shares in “street name,” may vote the common shares in their discretion on behalf of their clients if those clients have not furnished voting instructions within the required time frame before the Annual Meeting.

Under applicable NYSE Rules, the uncontested election of directors and the approval of the advisory resolution on executive compensation are not considered “routine” items and broker/dealers may not vote on any non-routine item without voting instructions from their clients. A “broker non-vote” occurs when a broker/dealer, who holds its client’s common shares in “street name,” signs and submits a form of proxy for such common shares and fails to vote such common shares on a non-routine matter for which the client did not provide any voting instructions. Accordingly, if your common shares are held in street name and you do not provide voting instructions to your broker/dealer as to how to vote on these matters, your common shares will not be voted on any proposals on which your broker/dealer does not have discretionary authority to vote.

Solicitation of Proxies

Although the Company is soliciting proxies by mailing the proxy materials to shareholders, proxies may be solicited by directors, officers and employees of the Company by additional mailings, personal contact, telephone, electronic mail, facsimile or telegraph without additional compensation. In addition, the Company has retained Broadridge Financial Solutions (formerly ADP), located in Edgewood, New York, to aid in the solicitation of proxies with respect to common shares held by broker/dealers, financial institutions and other custodians, fiduciaries and nominees, for a fee of approximately $17,000, plus out-of-pocket expenses. The Company will reimburse Broadridge Financial Solutions, as well as broker/dealers, financial institutions and other custodians, fiduciaries and nominees, who are record holders of common shares not beneficially owned by them, for their reasonable costs in forwarding proxy materials to the beneficial owners of the common shares entitled to vote at the Annual Meeting. The Company will bear the costs of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy card and any other related materials, as well as all other costs incurred in connection with the solicitation of proxies on behalf of the Board, other than the Internet access fees and telephone service fees described above.

Right to Revoke Proxy

If you are a registered shareholder, you may revoke your proxy at any time before it is actually voted at the Annual Meeting by giving written notice of revocation to the Secretary of the Company, by accessing the Internet site or using the toll-free number stated on the proxy card prior to the deadline for transmitting voting instructions electronically and telephonically and electing revocation as instructed or by attending the Annual Meeting and giving notice of revocation in person. You may also change your vote by choosing one of the following options: executing and returning to the Company a later-dated proxy card prior to or at the Annual Meeting; voting in person at the Annual Meeting; submitting a later-dated electronic vote through the designated Internet site prior to the

deadline for transmitting voting instructions electronically; or voting by telephone at a later date using the toll-free telephone number stated on the proxy card prior to the deadline for transmitting voting instructions telephonically. Attending the Annual Meeting will not, by itself, revoke your previously-appointed proxy.

If you hold your common shares in “street name” and instructed your broker/dealer to vote your common shares and you would like to revoke or change your vote, then you must follow the instructions provided by your broker/dealer.

Quorum and Tabulation of Voting Results

The results of shareholder voting will be tabulated by the inspector of election appointed by the Board for the Annual Meeting. A quorum for the Annual Meeting is one-third of the outstanding common shares entitled to vote at the Annual Meeting. Common shares represented by properly-executed proxy cards returned to the Company prior to the Annual Meeting or represented by properly-authenticated electronic votes recorded through the Internet or by telephone will be counted toward the establishment of a quorum for the Annual Meeting.

NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders of Worthington Industries, Inc. to be Held on September 27, 2012: This Proxy Statement, the Notice of Annual Meeting of Shareholders and the Company’s 2012 Annual Report to Shareholders are available at www.proxyvote.com.

To obtain directions to attend the Annual Meeting and vote in person, please call Kim Bertino of the Worthington Industries Investor Relations Department, at (614) 840-4082.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table furnishes as of the Record Date (unless otherwise noted below), with respect to each person known to the Company to be the beneficial owner of more than 5% of the outstanding common shares of the Company, the name and address of such owner and the number and percentage of common shares beneficially owned (as determined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).


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		17,687,091	(2)		25.2	%
BlackRock, Inc. 40 East 52^nd Street, New York, NY 10022		4,162,000	(3)		7.2	%

(1)

The “Percent of Outstanding Common Shares” is based on the sum of 69,366,112 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”).

(2)

Includes 12,415,982 common shares held of record by JDEL, Inc. (“JDEL”), a Delaware corporation. JDEL is a wholly-owned subsidiary of JMAC, Inc. (“JMAC”), a private investment company substantially owned, directly or indirectly, by Mr. McConnell and members of his family. The directors of JDEL have granted Mr. McConnell sole voting and dispositive power with respect to these 12,415,982 common shares. JDEL has the right to receive the dividends from and the proceeds from the sale of such 12,415,982 common shares. Includes 2,428,312 common shares held of record by an independent corporate trustee in trust for the benefit of Mr. McConnell and his sister. The independent corporate trustee has voting and

dispositive power; however, the independent corporate trustee’s investment decisions are subject to the prior approval or disapproval of Mr. McConnell, and accordingly Mr. McConnell may be deemed to “share” dispositive power with the independent corporate trustee. Mr. McConnell has the right to change the trustee; however, any successor trustee appointed by Mr. McConnell must be an independent corporate trustee. Includes 81,516 common shares held by Mr. McConnell as custodian for the benefit of his four children. Includes 3,461 common shares held by Mr. McConnell’s wife as custodian for the benefit of her son. Includes 123,000 common shares held by The McConnell Educational Foundation for the benefit of third parties, of which Mr. McConnell is one of three trustees and shares voting and dispositive power. Mr. McConnell disclaims beneficial ownership of these 123,000 common shares. Includes 118,000 common shares held by The McConnell Family Trust of which Mr. McConnell is co-trustee and has sole voting and dispositive power. Includes 255,875 common shares held by the Margaret R. McConnell Trust f/b/o Margaret Kollis of which Mr. McConnell is trustee and has sole voting and dispositive power. Also includes 955,667 common shares subject to Currently Exercisable Options and 40,000 restricted common shares which are subject to forfeiture restrictions. See footnote (22) to the following table for more information on the restricted common shares. As of August 6, 2012, an aggregate of 13,457,566 common shares held by JDEL and Mr. McConnell had been pledged as security to various financial institutions, in connection with both investment and personal loans.

(3)

Information is based on Amendment No. 2 to Schedule 13G dated January 20, 2012 and filed with the SEC on February 8, 2012 by BlackRock, Inc. (“BlackRock”). BlackRock reported sole voting power and sole dispositive power as to all 4,162,000 common shares reported to be beneficially owned by BlackRock, through its subsidiaries, at December 31, 2011,

The following table furnishes the number and percentage of outstanding common shares beneficially owned (as determined under Rule 13d-3 under the Exchange Act) by: (a) each current director of the Company; (b) each of the Company’s director nominees; (c) each individual named in the “Fiscal 2012 Summary Compensation Table” (the “named executive officers” or “NEOs”); and (d) all current directors and executive officers of the Company as a group, in each case as of the Record Date. The address of each of the individuals identified in this table is c/o Worthington Industries, Inc., 200 Old Wilson Bridge Road, Columbus, Ohio 43085.


	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		34,486	(4)(5)		*			—
John B. Blystone		106,490	(5)(6)		*			—
Mark C. Davis		16,325	(5)(7)		*			—
Michael J. Endres		140,700	(5)(8)		*			43,257
Ozey K. Horton, Jr.		15,663	(5)(9)		*			—
Peter Karmanos, Jr.		128,600	(5)(10)		*			61,222
John P. McConnell (11)		17,687,091	(12)		25.2	%		—
Carl A. Nelson, Jr.		77,600	(5)(13)		*			—
Sidney A. Ribeau		78,600	(5)(14)		*			12,832
B. Andrew Rose (11)		360,653	(15)		*			—
Mark A. Russell (11)		432,049	(16)		*			156,620
Mary Schiavo		54,475	(5)(17)		*			4,955
George P. Stoe (11)		349,879	(18)		*			—
Virgil L. Winland (11)		218,512	(19)		*			—
All Current Directors and Executive Officers as a Group (21 people)		19,855,203	(20)(21)(22)		29	%		291,112

*	Denotes ownership of less than 1% of the outstanding common shares.

(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) 69,366,112 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.

(3)

This column lists the theoretical common shares credited to the bookkeeping accounts of the executive officers participating in the Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (Restatement effective as of December 2008) and the Worthington Industries, Inc. Non-Qualified Deferred Compensation Plan, effective March 1, 2000 (collectively, the “Employee Deferral Plans”) and also lists the theoretical common shares credited to the bookkeeping accounts of the directors of the Company participating in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Restatement effective as of December 2008) and the Worthington Industries, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective June 1, 2000 (collectively, the “Director Deferral Plans”). These theoretical common shares are not included in the beneficial ownership totals. Under the terms of both the Employee Deferral Plans and the Director Deferral Plans, participants do not beneficially own, nor do they have voting or dispositive power with respect to, theoretical common shares credited to their respective bookkeeping accounts. While the participants in the Employee Deferral Plans and the participants in the Director Deferral Plans have an economic interest in the theoretical common shares credited to their respective bookkeeping accounts, each participant’s only right with respect to his or her bookkeeping account(s) (and the amounts credited thereto) is to receive a distribution of cash equal to the fair market value of the theoretical common shares credited to his or her bookkeeping account(s) as of the latest valuation date determined in accordance with the terms of the Employee Deferral Plans or the Director Deferral Plans, as appropriate. For further information concerning the Employee Deferral Plans, please see the discussion under the caption “EXECUTIVE COMPENSATION –– Compensation Discussion and Analysis –– Compensation Components –– Non-Qualified Deferred Compensation” beginning on page 39 of this Proxy Statement and for further information concerning the Director Deferral Plans, please see the discussion under the caption “COMPENSATION OF DIRECTORS –– Director Deferral Plans” beginning on page 57 of this Proxy Statement.

(4)	Includes 436 common shares held by Ms. Anderson’s spouse, who has sole voting power and sole dispositive power as to the 436 common shares. Beneficial ownership of these 436 common shares is disclaimed by Ms. Anderson. Also includes 17,750 common shares subject to Currently Exercisable Options.

(5)

Includes for each of the following directors of the Company an award of 2,400 restricted common shares made to such director on September 29, 2011: Ms. Anderson; Mr. Davis; Mr. Endres; Mr. Horton; Mr. Karmanos; Mr. Nelson; Mr. Ribeau; and Ms. Schiavo. Mr. Blystone received an award of 3,600 restricted common shares on that same date in connection with his position as Lead Independent Director. Generally, the restrictions on the restricted common shares will lapse and the restricted common shares will become fully vested one year from the date of the award or the date of the next Annual Meeting of Shareholders of the Company, whichever occurs first, subject to the terms of each restricted common share award. For further information concerning the terms of the restricted common shares granted to directors, see footnote (21) below.

(6)	Includes 76,550 common shares subject to Currently Exercisable Options.

(7)	Includes 12,875 common shares subject to Currently Exercisable Options.

(8)	Includes 10,000 common shares held by Mr. Endres’ wife, who has sole voting power and sole dispositive power as to the 10,000 common shares. Beneficial ownership of these 10,000 common shares is

disclaimed by Mr. Endres. Also includes 55,700 common shares subject to Currently Exercisable Options.

(9)	Includes 10,438 common shares subject to Currently Exercisable Options.

(10)	Includes 66,500 common shares held by Mr. Karmanos as trustee for a living trust and 59,700 common shares subject to Currently Exercisable Options.

(11)	Individual named in the “Fiscal 2012 Summary Compensation Table” on page 44 of this Proxy Statement.

(12)	See footnote (2) to preceding table.

(13)	Includes 54,700 common shares subject to Currently Exercisable Options.

(14)	Includes 59,700 common shares subject to Currently Exercisable Options.

(15)

Includes 20,590 common shares held by Mr. Rose as custodian for his two children. Also includes 59,000 common shares subject to Currently Exercisable Options. Also includes an award of 7,000 restricted common shares effective June 30, 2011 which will fully vest on June 30, 2014, and an award of 10,000 restricted common shares effective June 29, 2012 which will fully vest on June 29, 2015. Also includes an award of 185,000 restricted common shares effective June 30, 2011 which have both (a) a time-based vesting condition of 33% per year and (b) a performance-based requirement that the restricted common shares vest only if and when the closing price of the Company’s common shares reaches $30.00 per share or above for 30 consecutive days within five years from the award’s effective date. See footnote (22) below for more information on the restricted common shares.

(16)

Includes 202,400 common shares subject to Currently Exercisable Options. Also includes an award of 7,000 restricted common shares effective June 30, 2011 which will fully vest on June 30, 2014, and an award of 10,000 restricted common shares effective June 29, 2012 which will fully vest on June 29, 2015. Also includes an award of 185,000 restricted common shares effective June 30, 2011 which have both (a) a time-based vesting condition of 33% per year and (b) a performance-based requirement that the restricted common shares vest only if and when the closing price of the Company’s common shares reaches $30.00 per share or above for 30 consecutive days within five years from the award’s effective date. See footnote (22) below for more information on the restricted common shares.

(17)	Includes 21,000 common shares subject to Currently Exercisable Options.

(18)	Includes 318,800 common shares subject to Currently Exercisable Options. Also includes an award of 5,000 restricted common shares effective June 29, 2012 which will fully vest on June 29, 2013.

(19)

Includes 111,534 common shares subject to Currently Exercisable Options. Also includes an award of 3,500 restricted common shares effective June 30, 2011 which will fully vest on June 30, 2014, and 3,500 restricted common shares effective June 29, 2012 which will fully vest on June 29, 2015. See footnote (22) below for more information on the restricted common shares.

(20)

The number of common shares shown as beneficially owned by the Company’s current directors and executive officers as a group includes 2,068,350 common shares subject to Currently Exercisable Options and 519,800 restricted common shares. The amounts do not include any common shares issuable in connection with the performance units awarded to NEOs in Fiscal 2011, as the applicable vesting dates have not yet occurred. See footnote (22) below for more information on the restricted common shares. The number of common shares shown for all current officers and executive officers as a group includes the common shares beneficially owned by eight executive officers not individually identified, and does not include common shares beneficially owned by Mr. Stoe who as of August 1, 2012 ceased to be an executive officer of the Company.

(21)

(22)

The restricted common shares will be held in escrow by the Company and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed. Each holder of a restricted common share award may exercise any voting rights associated with the restricted common shares during the restriction period. In addition, any dividends or distributions paid with respect to the common shares underlying the restricted common shares will be held by the Company in escrow during the restriction period and, at the end of the restriction period, will be distributed or forfeited in the same manner as the restricted common shares with respect to which they were paid. Restricted common shares for executive officers not named in this table are not listed individually. For further information concerning the terms of the restricted common shares granted to executive officers, please see the discussion under the captions “EXECUTIVE COMPENSATION — Compensation Discussion and Analysis — Compensation Components — Annual Restricted Share Awards”, “EXECUTIVE COMPENSATION — Compensation Discussion and Analysis — Compensation Components — Special Performance-Based Restricted Common Share Awards”, “EXECUTIVE COMPENSATION — Grant of Plan-Based Awards” and “EXECUTIVE COMPENSATION — Long-Term Performance Awards, Option Awards and Restricted Share Common Awards Granted in Fiscal 2013” beginning on page 36, page 37, page 47 and page 54 respectively, of this Proxy Statement.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that the Company’s directors and executive officers and greater-than-10% beneficial owners of the Company’s outstanding common shares file reports with the SEC reporting their initial beneficial ownership of common shares and any subsequent changes in their beneficial ownership. Specific due dates for such reports have been established by the SEC and the Company is required to disclose in this Proxy Statement any late report or known failure to file a required report. To the Company’s knowledge, based solely on a review of the copies of the reports furnished to the Company and written representations that no other reports were required, the Company believes that, during the fiscal year ended May 31, 2012 (“Fiscal 2012”), all Section 16(a) filing requirements applicable to the Company’s directors and executive officers and greater-than-10% beneficial owners of the Company’s outstanding common shares were complied with except for Ozey K. Horton, Jr., a director of the Company, who filed one late Form 4 reporting one transaction.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Upon the recommendation of the Nominating and Governance Committee, in accordance with applicable NYSE Rules, the Board has adopted the Corporate Governance Guidelines to promote the effective functioning of the Board and its committees and to reflect the Company’s commitment to high standards of corporate governance. The Board, with the assistance of the Nominating and Governance Committee, periodically reviews the Corporate Governance Guidelines to ensure they comply with all applicable requirements.

The Corporate Governance Guidelines, which were last amended by the Board on June 29, 2011, are available on the “Corporate Governance” page of the “Investor Relations” section of the Company’s web site located at www.worthingtonindustries.com.

Code of Conduct

In accordance with applicable NYSE Rules and the applicable rules and regulations of the SEC (the “SEC Rules”), the Board adopted the Worthington Industries, Inc. Code of Conduct (the “Code of Conduct”). The Code of Conduct, which was last amended by the Board on June 29, 2011, is available on the “Corporate Governance” page of the “Investor Relations” section of the Company’s web site located at www.worthingtonindustries.com.

Director Independence

Pursuant to the Corporate Governance Guidelines, a director is determined to be an independent director if he or she is independent of management and has no material relationship with the Company (or any of its subsidiaries), either directly or as a partner, shareholder or officer of an organization that has such a relationship with the Company (or any of its subsidiaries), as affirmatively determined by the Board. The Board observes all additional criteria for independence established by NYSE or required under SEC Rules or other applicable laws and regulations.

The Board has been advised of the nature and extent of any direct or indirect personal and business relationships between the Company (including its subsidiaries) and Kerrii B. Anderson, John B. Blystone, Mark C. Davis, Michael J. Endres, Ozey K. Horton, Jr., Peter Karmanos, Jr., Carl A. Nelson, Jr., Sidney A. Ribeau or Mary Schiavo, individually (collectively, the “Independent Directors”), or any entities for which any Independent Director is a partner, officer, employee or shareholder. The Board has reviewed, considered and discussed such relationships, and the compensation which each Independent Director has received, directly or indirectly, from the Company, in order to determine whether each Independent Director meets the independence requirements of the Corporate Governance Guidelines, the applicable NYSE Rules and the applicable SEC Rules. The Board has affirmatively determined that (a) none of the Independent Directors has any relationship with the Company, either directly or indirectly, including, without limitation, any commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship, which: (i) interfered or may interfere with his or her independence from management and the Company or the exercise of his or her independent judgment; (ii) would be inconsistent with a determination of independence under applicable NYSE Rules and SEC Rules or (iii) would impair his or her independence under the Corporate Governance Guidelines, and (b) each of the Independent Directors qualifies as an “Independent Director” under the Corporate Governance Guidelines. As required by applicable NYSE Rules, the Independent Directors represent a majority of the Company’s directors. Mr. McConnell does not qualify as independent under applicable NYSE Rules or SEC Rules or the Corporate Governance Guidelines because he is an executive officer of the Company.

Barring any unusual circumstances, the Board has determined that a director’s independence would not be impaired if: (a) the director is an executive officer or an employee (or his or her immediate family member is an executive officer or employee) of a company that makes payments to, or receives payments from, the Company for property or services performed in the ordinary course of business in an amount which, in any single fiscal year, does not exceed the greater of $1 million or 2% of the Company’s or such other company’s consolidated gross revenues; (b) the Company makes contributions to a charitable organization for which the director (or his or her immediate family member) serves as either a member of the board or an executive officer if the contributions, in any single fiscal year, do not exceed the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues; or (c) the Company uses facilities (dining facilities, clubs, etc.) in which the director is a greater than 5% owner if charges to the Company are consistent with charges paid by others and are fair, reasonable and consistent with similar services available at similar facilities.

The Board specifically considered a number of circumstances in the course of reaching the conclusion that the current Independent Directors qualify as independent under the Corporate Governance Guidelines as well as applicable NYSE Rules and SEC Rules, including the relevant relationships described below under the caption “TRANSACTIONS WITH CERTAIN RELATED PERSONS” beginning on page 23 of this Proxy Statement.

Nominating Procedures

The Board’s Nominating and Governance Committee has responsibility for providing oversight on a broad range of issues surrounding the composition and operation of the Board, including identifying candidates qualified to become directors and recommending director nominees to the Board.

When considering candidates for the Board, the Nominating and Governance Committee evaluates the entirety of each candidate’s credentials but does not have specific eligibility requirements or minimum qualifications which must be met by a Nominating and Governance Committee recommended nominee and has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. However, the Corporate Governance Guidelines provide that the retirement age for directors is 70, and a director is to submit his or her resignation to be effective at the conclusion of the three-year term immediately after attaining age 70. The Nominating and Governance Committee considers those factors it deems appropriate, including, but not limited to, independence, judgment, skill, diversity, strength of character, experience with businesses and organizations of comparable size or scope, experience as an executive of or adviser to public and private companies, experience and skill relative to other Board members, specialized knowledge or experience, and the desirability of the candidate’s membership on the Board and any committees of the Board. Depending on the current needs of the Board, the Nominating and Governance Committee may weigh certain factors more or less heavily. The Nominating and Governance Committee does, however, believe that all members of the Board should have strong character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters, and no conflict of interest that would interfere with his or her performance as a director.

While the Board and the Nominating and Governance Committee do not have specific eligibility requirements and do not, as a matter of course, weigh any of the factors they deem appropriate more heavily than others, both the Board and the Nominating and Governance Committee believe that, as a group, the directors should have diverse backgrounds and qualifications. The Company believes that the members of the Board, as a group, have such backgrounds and qualifications.

The Nominating and Governance Committee considers candidates for the Board from any reasonable source, including shareholder recommendations, but does not evaluate candidates differently based on the source of the recommendation. The process for seeking and vetting additional director candidates is ongoing and is not dependent upon the existence of a vacancy on the Board. Accordingly, the Board believes that this ongoing identification of qualified candidates functions as an appropriate director succession plan. Pursuant to its charter, the Nominating and Governance Committee has the authority to retain consultants and search firms to assist with the process of identifying and evaluating director candidates and to approve the fees and other retention terms for any such consultant or search firm. The Nominating and Governance Committee has never used a consultant or search firm for such purpose, and, accordingly, the Company has paid no such fees.

Shareholders may recommend director candidates for consideration by the Nominating and Governance Committee by sending the recommendation to the Chair of the Nominating and Governance Committee, in care of the Company, to the Company’s executive offices at 200 Old Wilson Bridge Road, Columbus, Ohio 43085. The recommendation must include the candidate’s name, age, business address, residence address and principal occupation. The recommendation must also describe the qualifications, attributes, skills or other qualities possessed by the recommended director candidate. A written statement from the candidate consenting to serve as a director, if elected, and a commitment by the candidate to meet personally with Nominating and Governance Committee members must accompany any such recommendation.

The Board, taking into account the recommendations of the Nominating and Governance Committee, selects nominees for election as directors at each Annual Meeting of Shareholders. In addition, shareholders wishing to nominate directors for election may do so, provided they comply with the nomination procedures set forth in the Company’s Code of Regulations and applicable SEC Rules. In order to nominate an individual for election as a director at a meeting, a shareholder must give written notice of the shareholder’s intention to make such nomination. The notice must be sent to the Company’s Secretary, either delivered in person to, or mailed to and received at, the Company’s principal executive offices at 200 Old Wilson Bridge Road, Columbus, Ohio 43085 not

less than 14 days or more than 50 days prior to any meeting called for the election of directors. However, if notice or public disclosure of the date of the meeting is given or made less than 21 days prior to the meeting, the shareholder notice must be received by the Company’s Secretary not later than the close of business on the seventh day following the day on which notice of the date of the meeting was mailed or publicly disclosed. The Company’s Secretary will deliver any shareholder notice received in a timely manner to the Nominating and Governance Committee for review. Each shareholder notice must include the following information as to each individual the shareholder proposes to nominate for election or re-election as a director: (a) the name, age, business address and, if known, residence address of the proposed nominee; (b) the principal occupation or employment of the proposed nominee; (c) the number of common shares of the Company beneficially owned by the proposed nominee; and (d) any other information relating to the proposed nominee that is required to be disclosed concerning nominees in proxy solicitations under applicable SEC Rules, including the individual’s written consent to be named in the proxy statement as a nominee and to serve as a director, if elected. The nominating shareholder must also provide (i) the name and address of the nominating shareholder; and (ii) the number of common shares of the Company beneficially owned by the nominating shareholder. No individual may be elected as a director unless he or she has been nominated by a shareholder in the manner described above or by the Board or the Nominating and Governance Committee of the Board.

Compensation Committee Interlocks and Insider Participation

The Compensation and Stock Option Committee of the Board (the “Compensation Committee”) is currently comprised of John B. Blystone (Chair), Kerrii B. Anderson, Michael J. Endres, and Peter Karmanos, Jr. Each of Messrs. Blystone, Endres and Karmanos and Ms. Anderson also served on the Compensation Committee throughout Fiscal 2012. No current member of the Compensation Committee is a present or past employee or officer of the Company. During Fiscal 2012 and through the date of this Proxy Statement, none of the Company’s executive officers has served on the board of directors or compensation committee (or other committee performing equivalent functions) of any other entity, one of whose executive officers served on the Company’s Board or Compensation Committee. Mr. Karmanos is the only member of the Compensation Committee who has a relationship with the Company requiring disclosure under Item 404 of SEC Regulation S-K.

During Fiscal 2012, the Company paid Compuware Corporation (“Compuware”), a software development company of which Mr. Karmanos is Executive Chairman of the Board and Founder and a 2.8% shareholder, approximately $2.5 million, primarily for Compuware’s Covisint EDI services, software quality assurance and project management services in connection with the Company’s Oracle ERP system and other projects. Mr. Karmanos serves as a director of the Company. Compuware was selected for these services from a number of competing service providers which had responded to the Company’s request for proposal and were interviewed by the Company. Compuware’s selection was based on a number of factors including price, experience and capabilities. Compuware supplies its Covisint EDI services for the Company’s EDI communications. Compuware also supplies resources for project coordination, organization and testing, and generally assists the Company in ensuring that the Oracle ERP system is installed, tested, operated and integrated with the Company’s information technology system in a proper manner. Compuware also provides general information technology consulting services, as requested by the Company. The payments made to Compuware for Fiscal 2012 amounted to approximately 0.25% of Compuware’s net revenues for its most recent fiscal year, and approximately 0.10% of the Company’s consolidated net revenues for Fiscal 2012.

Communications with the Board

The Board believes it is important for shareholders and other interested persons to have a process by which to send communications to the Board and its individual members, including the Lead Independent Director. Accordingly, shareholders and other interested persons who wish to communicate with the Board, the non-management directors as a group (who are also all “Independent” directors, as defined by the Corporate Governance Guidelines and applicable NYSE Rules), the Lead Independent Director or any other individual director may do so by addressing such correspondence to the name(s) of the specific director(s), to the “Non-Management Directors” as a whole or to the “Board of Directors” as a whole, and sending it in care of the Company, to the Company’s executive offices at 200 Old Wilson Bridge Road, Columbus, Ohio 43085. The mailing envelope must contain a

clear notation indicating that the enclosed correspondence is a “Shareholder/Interested Person – Non-Management Director Communication,” “Shareholder/Interested Person – Board Communication,” “Shareholder/Interested Person – Lead Independent Director Communication,” or “Shareholder/Interested Person – Director Communication,” as appropriate. All such correspondence must identify the author as a shareholder or other interested person (identifying such interest) and clearly indicate whether the communication is directed to all members of the Board, to the non-management directors as a whole or to a certain specified individual director(s). Copies of all such correspondence will be circulated to the appropriate director(s). Correspondence marked “personal and confidential” will be delivered to the intended recipient(s) without opening. There is no screening process in respect of communications from shareholders or other interested persons. The process for forwarding communications to the appropriate Board member(s) has been approved by the Company’s Independent Directors.

Questions, complaints and concerns may also be submitted to Company directors by telephone through the Business Ethics Help Line by calling 877-263-9893 inside the United States and 770-613-6395 outside the United States.

PROPOSAL 1: ELECTION OF DIRECTORS

There are currently ten directors – three in the class whose terms expire at the Annual Meeting and who are to be elected for terms expiring at the Annual Meeting of Shareholders in 2015; three in the class whose terms expire at the Annual Meeting of Shareholders in 2013; and four in the class whose terms expire at the Annual Meeting of Shareholders in 2014.

The Board proposes that the three director nominees named in the summary below, each of whom was unanimously recommended by the Nominating and Governance Committee, be elected as directors at this Annual Meeting of Shareholders. Each individual elected as a director at the Annual Meeting will hold office for a three-year term, expiring at the Annual Meeting of Shareholders in 2015 and until his successor is duly elected and qualified, or until his earlier death, resignation or removal from office. The individuals named as proxies in the form of proxy solicited by the Board intend to vote the common shares represented by the proxies received under this solicitation for the Board’s nominees, unless otherwise instructed on the form of proxy. If any nominee becomes unable to serve or for good cause will not serve as a candidate for election as a director, the individuals designated to vote the proxies will have full discretion to vote the common shares represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute nominee designated by the Board. The Board has no reason to believe that any of the Board’s nominees will be unable to serve or for good cause will not serve as a director of the Company if elected.

Information Concerning Nominees and Directors

The information set forth below, concerning the age, principal occupation, other affiliations and business experience of each director has been furnished to the Company by such director as of August 6, 2012. Except where otherwise indicated, each director has had the same principal occupation for the last five years. There are no family relationships among any of the current directors, director nominees and executive officers of the Company.

Nominees Standing for Election to the Board at the 2012 Annual Meeting

John B. Blystone

John B. Blystone, age 59, has served continuously as a director of the Company since 1997 and as the Lead Independent Director of the Company since January 2007. He is the Chair of the Compensation Committee and a member of the Executive Committee. Mr. Blystone served as Chairman of the Board, President and Chief Executive Officer of SPX Corporation, a global provider of technical products and systems, industrial products and services, flow technology, cooling technologies and services and service solutions, from December 1995 to December 9, 2004, when he retired. From 1991 to 1995, Mr. Blystone served in various managerial and operating roles with General Electric Company. Mr. Blystone served as Chairman of the Board of Freedom Group, Inc., which manufactures and markets firearms, ammunition, and related products, from August 2010 through March 9,

2012. Mr. Blystone serves as a director for Blystone Consulting, LLC and Blystone Investments, LLC and as General Partner of Blystone Capital Partners. Mr. Blystone graduated from the University of Pittsburgh. Mr. Blystone has extensive business experience in managing and operating both domestic and international operations, including as a chief executive officer of a large public company. He has expertise in acquisitions, financial and business analysis, and in generally managing issues that face a large public company. Mr. Blystone’s business acumen, his long service on our Board, and his collegial style and leadership resulted in his election as the Lead Independent Director of the Company and make him well qualified to continue to serve on the Board.

Mark C. Davis

Mark C. Davis, age 52, has served continuously as a director of the Company since March 2011 and is a member of the Audit Committee. Mr. Davis was recommended to the Nominating and Governance Committee, and the Board, by a non-management director. Mr. Davis is a private investor and co-chair of Lank Acquisition Corp. which invests in minority and majority positions in public and private companies. Prior to forming Lank Acquisition Corp. in 2007, Mr. Davis spent 20 years in a variety of senior investment banking positions. From 1996 to 2003, Mr. Davis was a senior executive at JPMorgan Chase where he began as Head of the Merger and Acquisition Group. He became Head of General Industry Investment Banking in 2000 and also Co-Head of Investment Banking Coverage which comprised all of JPMorgan’s corporate clients, and was named Vice Chairman of Investment Banking in 2002. Mr. Davis holds a Masters in Business Administration from the Tuck School of Business and a B.A. from Dartmouth College. Mr. Davis’ financial knowledge and depth of equity investing, strategic matters, acquisitions, financial analysis and investment banking experience make him well qualified to serve on the Board, and qualify him as an “audit committee financial expert,” as defined by applicable SEC Rules.

Sidney A. Ribeau

Sidney A. Ribeau, age 64, has served continuously as a director of the Company since 2000 and is a member of the Nominating and Governance Committee. Dr. Ribeau became President of Howard University on August 1, 2008, and served as President and Chief Executive Officer of Bowling Green State University for more than 13 years prior to that time. Dr. Ribeau serves on the Board of Trustees of Teachers Insurance and Annuity Association (“TIAA”) and as Chair of the TIAA Human Resources Committee. Dr. Ribeau served as a director and as a member of the Audit Committee for Convergys Corporation from August 2001 through 2008. Dr. Ribeau served as a director and member of the Compensation, Governance and Nominating Committees at The Andersons, Inc. from February 1997 through September 2008. Dr. Ribeau served as a Director for the American Council on Education’s National Diversity Group, the Toledo Symphony, and Greater Toledo Urban League. Dr. Ribeau also served as a Trustee for Regional Growth Partnerships. Dr. Ribeau received his B.A. degree in English and Speech Education from Wayne State University in 1971 and his Master’s and Doctorate degrees in Communications from the University of Illinois. Dr. Ribeau brings extensive experience in managing the issues that face large public institutions. His background as the leader of a billion dollar public institution and as an educator and administrator enables him to provide insight relative to management, educational, financial, human resources and public policy matters and make him well qualified to serve on the Board.

Directors Whose Terms Continue Until the 2013 Annual Meeting of Shareholders

Kerrii B. Anderson

Kerrii B. Anderson, age 55, has served continuously as a director of the Company since September 30, 2010 and is a member of the Audit Committee and the Compensation Committee. Ms. Anderson has been a private investor and board advisor since September 2008. Prior to that time, she served as Chief Executive Officer and President of Wendy’s International, Inc., a restaurant operating and franchising company, from November 2006 until September 2008 when that company merged with Triarc Companies, Inc. to form Wendy’s/Arby’s Group, Inc. She served as Wendy’s Interim Chief Executive Officer and President from April to November 2006 and as its Executive Vice President and Chief Financial Officer from 2000 to April 2006. Previously, Ms. Anderson served as Senior Vice President and Chief Financial Officer of M/I Schottenstein Homes, Inc. (now known as M/I Homes, Inc.), a builder of single-family homes, from 1987 to 2000. Ms. Anderson also serves as a member of the boards of

directors of Chiquita Brands International, Inc., where she is the Lead Independent Director, Chair and a member of the Nominating and Governance Committee and a member of the Compensation Committee; and Laboratory Corporation of America Holdings, where she is Chair of the Audit Committee and a member of the Compensation Committee. Ms. Anderson also served as a member of the board of directors of P. F. Chang’s China Bistro, Inc. from 2009 until July 2012 when P.F. Chang’s was acquired by Wok Acquisition Corp. Ms. Anderson serves on the Finance Committee of The Columbus Foundation and as a member of the Board and on the Finance Committee of OhioHealth Corporation. She served as a director of Wendy’s International, Inc. from 2001 until September 30, 2008. Ms. Anderson has a strong record of leadership in operations and strategy. She is a Certified Public Accountant and qualifies as an “audit committee financial expert,” as defined by applicable SEC Rules, given her experience as Chief Executive Officer and Chief Financial Officer of Wendy’s International, Inc. and Chief Financial Officer of M/I Schottenstein Homes, Inc. She has extensive corporate governance experience through her service on other public company boards. Her extensive experience in accounting and financial reporting and analysis and prior experience as a chief executive officer of a public company and chief financial officer of several public companies, in addition to other public company board service, make Ms. Anderson particularly well-suited to serve as a director and as a member of the Audit Committee.

John P. McConnell

John P. McConnell, age 58, has served as the Company’s Chief Executive Officer since June 1993, as a director of the Company continuously since 1990, and as Chairman of the Board of the Company since September 1996. He has also served in various positions with Worthington Industries since 1975. Mr. McConnell also serves as the Chair of the Executive Committee. He served as director of Alltel Corp. from 1990 until November 16, 2007, and as Chair of its Compensation Committee and a member of Audit Committee for part of that time. Mr. McConnell brings solid public company and overall management and operations experience as Chief Executive Officer and Chairman of the Board. In addition, in his more than 30 years of service to the Company, Mr. McConnell has served in various roles with the Company spanning not only executive management, but prior to that time, in production, sales, human resources and management at plant, business unit and corporate levels.

Mary Schiavo

Mary Schiavo, age 56, has served continuously as a director of the Company since 1998 and is a member of the Audit Committee and the Nominating and Governance Committee. Ms. Schiavo has been a member of the law firm of Motley Rice LLC, since October 2003. Ms. Schiavo was an attorney with a law firm in Los Angeles, California, from 2001 to October 2003. Ms. Schiavo served as a professor at The Ohio State University, College of Engineering, Department of Aerospace Engineering and Aviation and School of Public Policy and Management and also as a Consultant for NBC News from 1997 to 2002. Ms. Schiavo served as Inspector General for the U. S. Department of Transportation for six years, where she had auditing and oversight responsibility over a multibillion dollar government agency, Assistant Secretary of Labor of the U.S. for one year and as a White House Fellow for one year. Ms. Schiavo has gained in-depth knowledge of the Company’s business and structure from her more than fifteen years of service as a director. Ms. Schiavo received a B.A. from Harvard University, a Master of Arts from The Ohio State University, and a Juris Doctor from New York University. She was previously an elected director of the Harvard University Alumni Association and a member of the President’s Council on Integrity and Efficiency in the federal government. Ms. Schiavo’s legal and governmental experience enable her to bring a unique and valuable perspective to the Board.

Directors Whose Terms Continue Until the 2014 Annual Meeting of Shareholders

Michael J. Endres

Michael J. Endres, age 64, has served continuously as a director of the Company since 1999 and is a member of the Executive Committee and the Compensation Committee. Mr. Endres serves as a partner in Stonehenge Financial Holdings, Inc., a private equity investment firm he co-founded in August 1999. His duties include, among other things, the examination of specific company financial characteristics, balance sheet and

income statement analysis, as well as industry growth rates and trends, and managing the acquisition and disposition of the firm’s investments. Mr. Endres has served as a director of Huntington Bancshares Incorporated since April 26, 2003 and is a member of its Executive Committee, Capital Planning Committee (Chair) and Risk Committee. Mr. Endres has served as a director of Tim Hortons Inc. since 2006; and is Audit Committee Chair and a member of the Executive Committee. Mr. Endres has also served as a director of The W. W. Williams Company since October 2011. Mr. Endres served as a director for ProCentury Corporation from 2003 to 2007 during which time he served on the Compensation Committee. He serves on the Board of OhioHealth Corporation. Mr. Endres received a B.S. from Miami University. Mr. Endres has a depth of experience in equity investing, business development, strategic initiatives and acquisitions, financial analysis, leadership and management, and is a director of various public companies. This experience, along with his financial expertise and his history as a director with the Company, make him a valuable asset to the Board and its various committees.

Ozey K. Horton, Jr.

Ozey K. Horton, Jr., age 61, has served continuously as a director of the Company since June 29, 2011 and is a member of the Nominating and Governance Committee. He is an independent advisor and serves as Director Emeritus of McKinsey & Company, a management consulting firm, from which he retired in February 2011. Prior to that time, Mr. Horton served as a Director in the Atlanta office of McKinsey & Company from 1981 through February 2011. Over the years, Mr. Horton has led numerous corporate growth, strategic, mergers and acquisitions, and performance improvement initiatives at global clients across a range of industries – especially in the basic industrials space (such as metals and mining; pulp, paper and packaging; chemicals; energy). He has also led several practices within McKinsey & Company: as founder of the global pulp, paper, and packaging practice; co-leader of the global basic materials practice; and most recently as leader of the global operations practice within the energy and materials sector. Prior to his service with McKinsey & Company, Mr. Horton had early career experiences in manufacturing, corporate development, and project engineering. Mr. Horton also serves as director of Metso Corporation and serves as a member of the board of Spoleto Festival USA, the Gaillard Performance Hall Foundation Campaign Cabinet, The MUSC Hollings Cancer Center Advisory Board, and The Liberty Fellows Senior Advisor Group. Mr. Horton has extensive experience working in Europe, South America, India, and Asia. Mr. Horton has a BSE in civil and environmental engineering from Duke University and a Masters of Business Administration from the Harvard Business School. Mr. Horton’s wide-ranging experience working with manufacturing and other companies, both domestically and globally, provides unique expertise to the Board.

Peter Karmanos, Jr.

Peter Karmanos, Jr., age 69, has served continuously as a director of the Company since 1997, is the Chair of the Nominating and Governance Committee and is a member of the Executive Committee and the Compensation Committee. Mr. Karmanos was named Executive Chairman of the Board and Founder of Compuware, a software development company, in June 2011. Prior to that time, Mr. Karmanos held the position of Chairman of the Board, Chief Executive Officer, Co-Founder and director of Compuware from its inception in April 1973, and as President of Compuware from October 2003 to March 2008. Mr. Karmanos has the entrepreneurial spirit that built a billion dollar company from a start-up and the business acumen of the Chairman and Chief Executive Officer of an S&P 500 corporation. Mr. Karmanos has also served as a director for Taubman Centers, Inc. since 2000 and is a member of its Compensation Committee. He serves as a director for the Barbara Ann Karmanos Cancer Institute, Detroit Renaissance, New Detroit Coalition and Care Tech Solutions, and on the Board of Governors for the National Hockey League. Mr. Karmanos has a wealth of public company management and information technology experience. This includes extensive skill and background dealing with the growth, operation and management of a large public company as its co-founder and Chairman. In addition, his skills and expertise in information technology bring valuable insight to the Board.

Carl A. Nelson, Jr.

Carl A. Nelson, Jr., age 67, has served continuously as a director of the Company since 2004, is the Chair of the Audit Committee and is a member of the Executive Committee. Mr. Nelson was a partner with Arthur Andersen, LLP and retired in February 2002 after 31 years of service. Mr. Nelson had served as Managing Partner

of the Arthur Andersen Columbus, Ohio office, and was the leader of the firm’s consulting services for the products industry in the United States. Mr. Nelson was a director of Dominion Homes Inc. and served as Chair of the Audit Committee and a member of the Governance Committee from 2003 until June 2008, when he chaired a special committee of the board to take that company private. Currently, Mr. Nelson serves on the board of Star Leasing Company, a $70 million ESOP-owned company that leases semi trailers through ten facilities across seven states. Mr. Nelson is a Certified Public Accountant and a member of The Ohio Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Mr. Nelson received his BS in Accounting from The Ohio State University and a Masters of Business Administration from the University of Wisconsin. Mr. Nelson has taught in the MBA and executive education programs at The Ohio State University and is a member of the Dean’s Advisory Council for the Fisher College of Business at The Ohio State University. Mr. Nelson has significant public company accounting and financial expertise. Mr. Nelson has vast experience as a business consultant on a variety of projects involving areas such as large scale technology implementation, defining strategic initiatives, strategic planning and projects with significant change requirements. As an audit committee financial expert, Mr. Nelson has served the Board well as the Chair of the Audit Committee since 2004.

Required Vote and Board’s Recommendation

Under Ohio law and the Company’s Code of Regulations, the three nominees for election to the Board receiving the greatest number of votes “FOR” their election will be elected as directors of the Company.

Except in the case of broker non-votes, common shares represented by properly-executed and returned proxy cards or properly-authenticated electronic voting instructions recorded through the Internet or by telephone will be voted “FOR” the election of the Board’s nominees, unless authority to vote for one or more of the nominees is withheld. Common shares as to which the authority to vote is withheld will not be counted toward the election of directors or the election of the individual nominees specified on the form of proxy. Proxies may not be voted for more than three nominees.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

Meetings of the Board

The Board held five meetings during Fiscal 2012, including regularly scheduled and special meetings. During Fiscal 2012, each incumbent director attended at least 75% of the aggregate of (a) the total number of meetings held by the Board during such director’s period of service, and (b) the total number of meetings held during such director’s period of service by all committees of the Board on which such director served, with the exception of Dr. Ribeau, who attended 50%.

The Board and management of the Company are committed to effective corporate governance practices. The Corporate Governance Guidelines describe the governance principles and procedures by which the Board functions. The Board annually reviews and updates, as appropriate, the Corporate Governance Guidelines and the charters of the various committees of the Board in response to corporate governance developments, including applicable NYSE Rules and SEC Rules, and recommendations by directors in connection with Board and committee evaluations. In accordance with the Corporate Governance Guidelines and applicable NYSE Rules, non-management directors of the Company, who are also all “Independent” directors, as defined by the Corporate Governance Guidelines and applicable NYSE Rules, meet (without management present) at regularly scheduled executive sessions at least twice per year and at such other times as the directors deem necessary or appropriate. These executive sessions are typically held in conjunction with regularly scheduled Board meetings and are led by the Lead Independent Director, and appropriate feedback from these sessions is given to the Chief Executive Officer. The non-management directors met in executive session after each of the four regularly scheduled Board meetings held in Fiscal 2012.

Board Member Attendance at Annual Meetings of the Shareholders

The Company does not have a formal policy with respect to attendance by our directors at the annual meetings of the shareholders. The Board generally schedules its quarterly meetings to fall in March, June, September and December. It is anticipated that the September meeting of the Board will occur on or about the date of the Annual Meeting, and directors are encouraged to attend the Annual Meeting if their schedules permit. Messrs. Endres, McConnell and Nelson, three of the ten then-incumbent directors, attended the Company’s 2011 Annual Meeting of Shareholders.

Board Leadership Structure

The Company is led by John P. McConnell, who has served as Chief Executive Officer since June 1993, as a director of the Company since 1990, and as Chairman of the Board of the Company since September 1996. The Company’s Board is currently comprised of Mr. McConnell and nine non-management directors. John Blystone is the Company’s Lead Independent Director.

The Board has four standing committees: Audit, Compensation, Executive, and Nominating and Governance. Each of the Audit Committee, Compensation Committee and Nominating and Governance Committee is chaired by a separate Independent Director. Detailed information on each Board committee is contained in the section captioned “Committees of the Board.”

The Company does not have a fixed policy regarding whether the offices of Chairman of the Board and Chief Executive Officer should be vested in the same person or two different people. The Board has determined that the most effective leadership structure at the present time is for the Chief Executive Officer to also serve as the Chairman of the Board, coupled with a Lead Independent Director, independent chairs for our Audit, Compensation and Nominating and Governance Committees, and regularly scheduled executive sessions of the non-management directors.

The Board believes that the currently combined role of Chairman of the Board and Chief Executive Officer promotes the development and execution of our business strategy and facilitates information flow between management and the Board, which are essential to effective governance. The Board believes that its strong governance practices, including its supermajority of Independent Directors, the combination of the Chairman of the Board and Chief Executive Officer roles, and its clearly defined Lead Independent Director responsibilities, provide an appropriate balance among strategy development, operational execution and independent oversight of the Company.

The Board periodically reviews our leadership structure and retains the authority to modify the structure, as and when appropriate, to address our then current circumstances.

Lead Independent Director

In January 2007, the Company established a Lead Independent Director position and appointed John Blystone as the Lead Independent Director.

A copy of the Company’s Lead Independent Director Charter, which was most recently amended on June 30, 2010, is available on the “Corporate Governance” page of the “Investor Relations” section of the Company’s web site located at www.worthingtonindustries.com. In addition to the other duties more fully described in the Company’s Lead Independent Director Charter, the Lead Independent Director is responsible for:

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advising the Chairman of the Board and Chief Executive Officer as to the appropriate schedule of Board meetings, seeking to ensure that the non-management directors can perform their duties responsibly while not interfering with ongoing Company operations;

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consulting with the Chairman of the Board and Chief Executive Officer regarding the information, agenda and meeting schedules for the Board and Board committee meetings, and approving same;

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advising the Chairman of the Board and Chief Executive Officer as to the quality, quantity and timeliness of the information submitted to the Board by the Company’s management that is necessary or appropriate for the non-management directors to effectively and responsibly perform their duties;

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recommending to the Chairman of the Board and Chief Executive Officer the retention of advisers and consultants who report directly to the Board;

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assisting the Board, the Nominating and Governance Committee and the officers of the Company in ensuring compliance with and implementation of the Corporate Governance Guidelines;

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calling meetings of the non-management directors, and developing the agenda for and serving as chairman of the executive sessions of the Board’s non-management directors;

•

serving as principal liaison between the non-management directors and the Chairman of the Board and Chief Executive Officer on sensitive issues;

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working with the Nominating and Governance Committee and the Chairman of the Board and Chief Executive Officer to recommend the membership of the various Board committees, as well as the selection of committee chairs;

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serving as chair of meetings of the Board when the Chairman of the Board is not present; and

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performing such other duties as the Board may determine.

Committees of the Board

The Board has four standing committees: the Executive Committee, the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The charter for each committee has been reviewed and approved by the Board and is available on the “Corporate Governance” page of the “Investor Relations” section of the Company’s web site located at www.worthingtonindustries.com.

COMMITTEES OF THE BOARD


	Executive	Audit	Compensation	Nominating and Governance
Kerrii B. Anderson*		XU	X
John B. Blystone*	X		Chair
Mark C. Davis*		XU
Michael J. Endres*	X		X
Ozey K. Horton, Jr.*				X
Peter Karmanos, Jr.*	X		X	Chair
John P. McConnell	Chair
Carl A. Nelson, Jr.*	X	Chair U
Sidney A. Ribeau*				X
Mary Schiavo*		X		X

*	Independent director under NYSE Rules

Ä	Audit Committee Financial Expert

Executive Committee

The Executive Committee acts in place of, and on behalf of, the Board in the intervals between meetings of the Board. The Executive Committee has all of the authority of the Board, other than the authority (a) to fill vacancies on the Board or on any committee of the Board, (b) to amend the Company’s Code of Regulations,

(c) that has been delegated by the Board exclusively to other committees of the Board, and (d) that applicable law or the Company’s governing documents do not permit to be delegated to a committee of the Board.

Audit Committee

The Board has determined that each member of the Audit Committee qualifies as an Independent Director under the applicable NYSE Rules and under SEC Rule 10A-3. The Board believes each member of the Audit Committee is qualified to discharge his or her duties on behalf of the Company and satisfies the financial literacy requirement of the NYSE Rules. The Board has also determined that Ms. Anderson, Mr. Davis, and Mr. Nelson qualify as “audit committee financial experts” as that term is defined in Item 407(d)(5) of SEC Regulation S-K by virtue of their respective experience, including that described on pages 12 through 15 of this Proxy Statement. No member of the Audit Committee serves on the audit committee of more than two other public companies.

At least annually, the Audit Committee evaluates its performance, reviewing and assessing the adequacy of its charter and recommending any proposed changes to the full Board, as necessary, to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is organized and conducts its business pursuant to a written charter that was most recently amended by the Board on June 29, 2011. The primary responsibility of the Audit Committee is to assist the Board in the oversight of the financial and accounting functions, controls, reporting processes and audits of the Company. Specifically, the Audit Committee, on behalf of the Board, monitors and evaluates: (a) the integrity and quality of the Company’s financial statements; (b) the Company’s compliance with legal and regulatory requirements, including the financial reporting process; (c) the Company’s systems of disclosure controls and procedures and internal control over financial reporting and its accounting and financial controls; (d) the qualifications and independence of the Company’s independent registered public accounting firm; (e) the performance of the Company’s internal audit function and the Company’s independent registered public accounting firm; (f) the annual independent audit of the Company’s financial statements; and (g) financial, reporting and compliance risk management. The Audit Committee also prepares the report that the SEC Rules require be included in the Company’s annual proxy statement.

The Audit Committee’s charter sets forth the duties and responsibilities of the Audit Committee, which include:

•

appointing, evaluating and, where appropriate, replacing the Company’s independent registered public accounting firm for each fiscal year and approving the audit engagement, including fees and terms, and non-audit engagements, if any, of the Company’s independent registered public accounting firm;

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reviewing the independence, qualifications and performance of the Company’s independent registered public accounting firm;

•

reviewing and approving in advance both audit and permitted non-audit services to be provided by the Company’s independent registered public accounting firm;

•

setting and maintaining hiring policies for employees or former employees of the Company’s independent registered public accounting firm;

•

monitoring the performance, and ensuring the rotation, of the lead and concurring partners of the Company’s independent registered public accounting firm;

•

reviewing, with the Company’s financial management, internal auditors and independent registered public accounting firm, the Company’s accounting procedures and policies and audit plans, including staffing, professional services to be provided, audit procedures to be used, and fees to be charged by the Company’s independent registered public accounting firm;

•

reviewing the Company’s financial statements and the related disclosures;

•

reviewing the activities of and the results of audits conducted by the Company’s internal auditors and independent registered public accounting firm;

•

preparing an annual report for inclusion in the Company’s proxy statement;

•

reviewing with the Company’s financial management, internal auditors and independent registered public accounting firm, the adequacy and effectiveness of the accounting and financial controls, including the Company’s system to monitor and manage business risks and legal and ethical compliance programs;

•

reviewing with the Company’s management, the scope and results of management’s evaluation of disclosure controls and procedures and assessment of internal control over financial reporting;

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reviewing with the Company’s independent registered public accounting firm the attestation/audit report of the Company’s independent registered public accounting firm on the effectiveness of the Company’s internal control over financial reporting filed with the Company’s Annual Report on Form 10-K;

•

reviewing the Company’s risk assessment and risk management guidelines and policies;

•

establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, as well as the confidential, anonymous submissions by employees of the Company of concerns regarding questionable accounting or auditing matters;

•

receiving reports concerning any non-compliance with the Company’s Code of Conduct by any officers or directors of the Company and approving, if appropriate, any waivers therefrom;

•

administering the Company’s Related Person Transaction Policy and approving, if appropriate, any “related person” transactions with respect to the Company’s directors or executive officers;

•

directing and supervising any special investigations into matters which may come within the scope of the Audit Committee’s duties; and

•

other matters required by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board, the SEC, NYSE and other similar bodies or agencies which could have an effect on the Company’s financial statements.

Pursuant to its charter, the Audit Committee has the authority to engage and terminate such legal counsel and other consultants and advisors as it deems appropriate to carry out its functions, including the sole authority to approve the fees and other terms of retention of such legal counsel and other consultants and advisors.

The Audit Committee met six times during Fiscal 2012. The Audit Committee’s report relating to Fiscal 2012 begins on page 63.

Compensation Committee

The Board has determined that each member of the Compensation Committee qualifies as an Independent Director under the applicable NYSE Rules. All members of the Compensation Committee, other than Mr. Karmanos, also qualify as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and as “non-employee directors” for purposes of Rule 16b-3 under the

Exchange Act. Mr. Karmanos abstains from voting on matters where qualification as an “outside director” or a “non-employee director” is relevant.

The Compensation Committee periodically reviews and reassesses the adequacy of its charter and recommends any proposed changes to the full Board, as necessary, to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The Compensation Committee Charter was most recently amended by the Board on June 29, 2011. The Compensation Committee evaluates its performance at least annually.

The Compensation Committee’s charter sets forth the duties and responsibilities of the Compensation Committee, which include:

•

discharging the Board’s responsibilities relating to compensation of the Company’s Chief Executive Officer and executive management;

•

reviewing and approving the compensation philosophy, policies, objectives and guidelines for the Company’s executive management;

•

reviewing and approving, if it has been deemed appropriate, the Company’s peer group companies and data sources for purposes of evaluating the Company’s compensation competitiveness and establishing appropriate competitive positioning of the levels and mix of compensation elements;

•

reviewing and approving corporate goals and objectives, including performance goals, relevant to Chief Executive Officer and executive management compensation;

•

evaluating the performance of the Chief Executive Officer and executive management in light of the approved corporate goals and objectives;

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setting the Chief Executive Officer’s compensation, including types of compensation;

•

setting or making recommendations with respect to the amount and types of compensation for the Company’s other executive officers;

•

preparing, producing, reviewing and/or discussing with the Company’s management, as appropriate, such reports and other information required by applicable laws, rules, regulations or other standards with respect to executive and director compensation including those required for inclusion in the Company’s proxy statement and/or Annual Report on
Form 10-K;

•

providing recommendations to the Board on Company-sponsored compensation-related proposals to be considered at the Company’s annual shareholder meetings, including Say-on-Pay and Say-on-Frequency proposals, including a review and consideration of the results of such votes;

•

reviewing, and advising the Board with respect to, Board compensation;

•

administering the Company’s stock option and other equity-based incentive compensation plans and its other executive incentive compensation programs as well as any other plans and programs which the Board designates;

•

reviewing and monitoring incentive compensation arrangements to confirm that incentive policies and practices do not encourage unnecessary risk taking and reviewing the relationship between risk management policies and practices, corporate strategy and executive management compensation; and

•

carrying out such other roles and responsibilities as the Board may designate or delegate to the Compensation Committee.

The Compensation Committee’s processes and procedures to determine executive compensation, including the use of compensation consultants and the role of executive officers in the executive compensation decision-making process, are described in the sections captioned “EXECUTIVE COMPENSATION — Compensation Discussion and Analysis — Role of the Compensation Committee” and “— Executive Compensation Philosophy and Objectives” beginning on pages 26 and 28, respectively, of this Proxy Statement.

Pursuant to its charter, the Compensation Committee has the authority to retain compensation consultants, legal counsel and other advisors, as the Compensation Committee deems appropriate to carry out its functions, including the sole authority to approve the fees and other retention terms.

The Compensation Committee met three times during Fiscal 2012. The Compensation Discussion and Analysis regarding executive compensation for Fiscal 2012 begins on page 26, and the Compensation Committee Report for Fiscal 2012 is on page 43.

Nominating and Governance Committee

The Board has determined that each member of the Nominating and Governance Committee qualifies as an Independent Director under the applicable NYSE Rules. The Nominating and Governance Committee periodically reviews and assesses the adequacy of its charter and recommends any proposed changes to the full Board, as necessary, to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The Nominating and Governance Committee Charter was most recently amended by the Board on June 29, 2011. The Nominating and Governance Committee evaluates its performance at least annually.

Under the terms of its charter, the Nominating and Governance Committee is to:

•

develop principles of corporate governance and recommend them to the Board for its approval;

•

periodically review the principles of corporate governance approved by the Board to ensure that they remain relevant and are being complied with;

•

annually review the Corporate Governance Guidelines and recommend to the Board for its approval any changes to the Corporate Governance Guidelines that the Nominating and Governance Committee deems appropriate;

•

periodically review the Articles of Incorporation and Code of Regulations of the Company and recommend to the Board any changes thereto that the Nominating and Governance Committee deems appropriate;

•

review the procedures and communication plans for shareholder meetings and ensure that required information regarding the Company is adequately presented;

•

review, and make recommendations to the Board regarding, the composition and size of the Board in order to ensure that the Board has the proper expertise and its membership consists of persons with sufficiently diverse backgrounds;

•

recommend criteria for the selection of Board members and Board committee members;

•

review and recommend Board policies on age and term limits for Board members;

•

plan for continuity on the Board as existing Board members retire or rotate off the Board;

•

with the participation of the Chairman of the Board, identify and recruit candidates for Board membership and arrange for appropriate interviews and inquiries into the qualifications of the candidates;

•

evaluate Board candidates recommended by shareholders and periodically review the procedures used by the Nominating and Governance Committee in such evaluation process;

•

identify and recommend individuals to be nominated for election as directors by the shareholders and to fill vacancies on the Board;

•

with the Compensation Committee, provide for a review of succession plans for the Chairman of the Board and Chief Executive Officer in the case of his resignation, retirement or death;

•

evaluate the performance of current Board members proposed for re-election, and recommend to the Board as to whether members of the Board should stand for re-election;

•

review and recommend to the Board an appropriate course of action upon the resignation of a current Board member or upon other vacancies on the Board;

•

oversee an annual evaluation of the Board as a whole;

•

conduct an annual evaluation of the Nominating and Governance Committee;

•

oversee the evaluation of the other Board committees and of management;

•

with the Chairman of the Board, periodically review the charter and composition of each Board committee and make recommendations to the Board for the creation of additional Board committees or the change in mandate or dissolution of Board committees;

•

with the Chairman of the Board, recommend to the Board individuals to be chairs and members of Board committees; and

•

ensure that each Board committee is comprised of members with the appropriate qualities, skills and experience for the tasks of the committee and that each committee conducts the required number of meetings and makes appropriate reports to the Board on its activities and findings.

To the extent not otherwise delegated to the Audit Committee, the Nominating and Governance Committee is also to:

•

review the relationships between the Company and each director, whether direct or as a partner, officer or equity owner of an organization that has a relationship with the Company, for conflicts of interest (all members of the Board are required to report any such relationships to the Company’s General Counsel);

•

address actual and potential conflicts of interest a Board member may have and issue to the Board member having an actual or potential conflict of interest instructions on how to conduct himself/herself in matters before the Board which may pertain to such an actual or potential conflict of interest; and

•

make appropriate recommendations to the Board concerning determinations necessary to find a director to be an Independent Director.

The Nominating and Governance Committee met one time during Fiscal 2012.

Board’s Role in Risk Oversight

Our management is principally responsible for defining, identifying and assessing the various risks facing our Company, formulating risk management policies and procedures and managing our risk exposures on a day-to-day basis. A risk committee, comprised of senior executives, directs this process. Management provides the Board an annual risk assessment with quarterly updates. The Board’s responsibility is to oversee our risk management

processes by understanding and evaluating management’s identification, assessment and management of the Company’s critical risks.

The Board as a whole has responsibility for this risk oversight, assisted by the Audit Committee and the Compensation Committee. Areas of focus include strategic, operational, liquidity, market, financial, reporting, succession, compensation, compliance and other risks. The Audit Committee is tasked with oversight of financial, reporting and compliance risk management, the Compensation Committee is tasked with oversight of compensation risk management, and the Board as a whole oversees all other risk management.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

Review, Approval or Ratification of Transactions with Related Persons

The Company’s policy with respect to related person transactions is addressed in the Company’s written Related Person Transaction Policy (the “Policy”), which supplements the Company’s written Code of Conduct provisions addressing “conflicts of interest.” As described in the Code of Conduct, conflicts of interest can arise when an employee’s or a director’s personal or family relationships, financial affairs or an outside business involvement may adversely influence the judgment or loyalty required for performance of his or her duties to the Company. In cases where there is an actual or even the appearance of a conflict of interest, the individual involved is required to notify his or her supervisor or the Company’s Ethics Officer. The supervisor will then consult with management and the Ethics Officer as appropriate. The Code of Conduct provides that any action or transaction in which the personal interest of an executive officer or a director may be in conflict with those of the Company is to be reported to the Audit Committee. The Audit Committee shall investigate and, if it is determined that such action or transaction would constitute a violation of the Code of Conduct, the Audit Committee is authorized to take any action it deems appropriate.

The Policy was adopted by the Board and is administered by the Audit Committee and the Company’s General Counsel. The Policy applies to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which: the Company participates, directly or indirectly; the amount involved exceeds or is expected to exceed $120,000; and a “related person” has, had or will have a direct or indirect material interest. Under the Policy, a “related person” is any person:

•

who is or was an executive officer, a director or a director nominee of the Company, or an immediate family member of any such individual; or

•

who is or was the beneficial owner of more than 5% of the Company’s outstanding common shares, or an immediate family member of any such individual.

All related person transactions are to be brought to the attention of the Company’s management who will then refer each matter to the Company’s General Counsel and the Audit Committee. Each director, director nominee or executive officer of the Company must notify the Company’s General Counsel in writing of any interest that such individual or an immediate family member of such individual has, had or may have, in a related person transaction. In addition, any related person transaction proposed to be entered into by the Company must be reported to the Company’s General Counsel by the employee of the Company who has authority over the transaction. On an annual basis, each director, director nominee and executive officer of the Company will complete a questionnaire designed to elicit information about existing and potential related person transactions. Any potential related person transaction that is raised will be analyzed by the Company’s General Counsel, in consultation with management and with outside counsel, as appropriate, to determine whether the transaction, arrangement or relationship does, in fact, qualify as a related person transaction requiring review by the Audit Committee under the Policy.

Under the Policy, all related person transactions (other than those deemed to be pre-approved or ratified under the terms of the Policy) will be referred to the Audit Committee for approval (or disapproval), ratification, revision or termination. Whenever practicable, a related person transaction is to be reviewed and approved or

disapproved by the Audit Committee prior to the effectiveness or consummation of the transaction. If the Company’s General Counsel determines that advance consideration of a related person transaction is not practicable, the Audit Committee will review and, in its discretion, may ratify the transaction at the Audit Committee’s next meeting. However, the Company’s General Counsel may present a related person transaction arising between meetings of the Audit Committee to the Chair of the Audit Committee who may review and approve (or disapprove) the transaction, subject to ratification by the Audit Committee at its next meeting if appropriate. If the Company becomes aware of a related person transaction not previously approved under the Policy, the Audit Committee will review the transaction, including the relevant facts and circumstances, at its next meeting and evaluate all options available to the Company, including ratification, revision, termination or rescission of the transaction, and take the course of action the Audit Committee deems appropriate under the circumstances.

No director may participate in any approval or ratification of a related person transaction in which the director or an immediate family member of the director is involved. The Audit Committee may only approve or ratify those transactions the Committee determines to be in the Company’s best interest. In making this determination, the Audit Committee will review and consider all relevant information available to it, including:

•

the related person’s interest in the transaction;

•

the terms (including the amount involved) of the transaction;

•

the amount of the related person’s interest in the transaction;

•

whether the transaction was undertaken in the ordinary course of the Company’s business;

•

whether the terms of the transaction are fair to the Company and no less favorable to the Company than terms that could be reached with an unrelated third party;

•

the business reasons for the transaction and its potential benefits to the Company;

•

the impact of the transaction on the related person’s independence; and

•

whether the transaction would present an improper conflict of interest for any director, director nominee or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Audit Committee deems relevant.

Any related person transaction previously approved or ratified by the Audit Committee or otherwise already existing that is ongoing in nature is to be reviewed by the Audit Committee annually.

Under the terms of the Policy, the following related person transactions are deemed to be pre-approved or ratified (as appropriate) by the Audit Committee even if the aggregate amount involved would exceed $120,000:

•

interests arising solely from ownership of the Company’s common shares if all shareholders receive the same benefit on a pro rata basis (i.e., dividends);

•

compensation to an executive officer of the Company, as long as the executive officer is not an immediate family member of another executive officer or director of the Company and the compensation has been approved by the Compensation Committee or is generally available to the Company’s employees;

•

compensation to a director for services as a director if the compensation is required to be reported in the Company’s proxy statements;

•

interests deriving solely from a related person’s position as a director of another entity that is a party to the transaction;

•

interests deriving solely from the related person’s direct or indirect ownership of less than 10% of the equity interest (other than a general partnership interest) in another person which is a party to the transaction; and

•

transactions involving competitive bids.

In addition, the Audit Committee will presume that the following transactions do not involve a material interest:

•

transactions in the ordinary course of business with an entity for which a related person serves as an executive officer, provided (i) the affected related person did not participate in the decision of the Company to enter into the transaction and (ii) the amount involved in any related category of transactions in a 12-month period is not greater than the lesser of (a) $1,000,000 or (b) 2% of the other entity’s gross revenues for its most recently completed fiscal year or (c) 2% of the Company’s consolidated gross revenues for its most recently completed fiscal year;

•

donations, grants or membership payments to nonprofit organizations, provided (a) the affected related person did not participate in the decision of the Company to make such payments and (b) the amount in a 12-month period does not exceed the lesser of $1,000,000 or 2% of the recipient’s gross revenues for its most recently completed fiscal year; and

•

Company use of facilities (such as dining facilities and clubs) if the charges for such use are consistent with charges paid by unrelated third parties and are fair, reasonable and consistent with similar services available for similar facilities.

Transactions with Related Persons

The Company is a party to certain agreements relating to the rental of aircraft to and from JMAC, Inc., a private investment company (“JMAC”). Following the death of his father, John H. McConnell, beneficial ownership of certain family-owned businesses and common shares transferred to John P. McConnell, Chairman of the Board and Chief Executive Officer of the Company. JMAC AIR, LLC is a corporation owned by JMAC, and McAir, Inc. (“McAir”), now dissolved, was a corporation wholly-owned by the John H. McConnell Trust. Under the agreements with JMAC and McAir, the Company may lease aircraft owned by JMAC and McAir as needed for a rental fee per flight; and under the agreements with the Company, JMAC and McAir are allowed to lease aircraft operated by the Company, on a per-flight basis, when the Company is not using the aircraft. The Company also makes its pilots available to McAir and JMAC for a per-day charge. The rental fees paid to and by the Company under the per-flight rental agreements are set based on Federal Aviation Administration (“FAA”) regulations. The Company believes the rental fees set in accordance with such FAA regulations for Fiscal 2012 exceeded the direct operating costs of the aircraft for such flights. Also, based on quotes for similar services provided by unrelated third parties, the Company believes that the rental rates paid to McAir and JMAC are no less favorable to the Company than those that could be obtained from unrelated third parties.

For Fiscal 2012, (a) the Company paid an aggregate amount of $276,968 under the McAir lease agreement and $8,006 to JMAC AIR, LLC for airplane rental when Company-owned planes were not available; and (b) the Company received an aggregate amount of $9,351 from JMAC, and $37,700 from Blue Jackets Air, LLC for airplane rental and pilot services. Blue Jackets Air, LLC primarily provides air transportation services for the Columbus Blue Jackets, a professional hockey team of which John P. McConnell is the majority owner.

During Fiscal 2012, the Company, either directly or through business expense reimbursement, paid approximately $167,485 to Double Eagle Club, a private golf club owned by the McConnell family (the “Club”). The Company uses the Club’s facilities for Company functions and meetings, and for meetings, entertainment and

overnight lodging for customers, suppliers and other business associates. Amounts charged by the Club to the Company are no less favorable than those that are charged to unrelated members of the Club.

During Fiscal 2012, the Company paid Compuware, a software development company of which Mr. Karmanos is Executive Chairman and Founder and a 2.8% shareholder, approximately $2.5 million. Services provided by Compuware included Compuware’s Covisint EDI services, software quality assurance, and project management services in connection with the Company’s Oracle ERP system and other projects. Mr. Karmanos serves as a director of the Company. Compuware was selected for these services from a number of competing service providers which had responded to the Company’s request for proposal and were interviewed by the Company. Compuware’s selection was based on a number of factors including price, experience and capabilities. Compuware supplies its Covisint EDI services for the Company’s EDI communications. Compuware also supplies resources for project coordination, organization and testing, and generally assists the Company in ensuring that the Oracle ERP system is installed, tested, operated and integrated with the Company’s information technology system in a proper manner. Compuware also provides general information technology consulting services, as requested by the Company. The payments made to Compuware for Fiscal 2012 amounted to approximately 0.25% of Compuware’s net revenues for its most recent fiscal year, and approximately 0.10% of the Company’s consolidated net revenues for Fiscal 2012.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Role of the Compensation Committee

The Compensation Committee reviews and administers the compensation for the Chief Executive Officer (“CEO”) and other members of executive management, including the named executive officers (“NEOs”) identified in the “Fiscal 2012 Summary Compensation Table” appearing on page 44 of this Proxy Statement. The Compensation Committee also oversees the Company’s annual incentive plan for executives, long-term incentive plan, stock option plans, and non-qualified deferred compensation plans.

The Compensation Committee is comprised of four directors, each of whom qualifies as “Independent” under the applicable NYSE Rules, and is free from any relationship (including disallowed consulting, advisory or other compensatory arrangements) prohibited by applicable laws, rules or regulations or that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Compensation Committee. Ms. Anderson, Mr. Blystone and Mr. Endres also qualify as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code and as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. Since Mr. Karmanos may not qualify as an outside director for purposes of Section 162(m) or as a non-employee director for purposes of Rule 16b-3, he abstains from voting on Section 162(m) and Rule 16b-3 related matters.

The Compensation Committee operates under a written charter adopted by the Board. Among its other duties, the Compensation Committee is responsible for setting and administering the policies that govern executive compensation. These include: reviewing and approving the compensation philosophy, policies, objectives and guidelines for the Company’s executive management; reviewing and approving, if deemed appropriate, the Company’s peer group companies and data sources for evaluation purposes and establishment of appropriate competitive positioning of the levels and mix of compensation elements; reviewing and approving corporate goals and objectives, including performance goals, relevant to CEO and executive management compensation; evaluating the performance of the CEO and executive management in light of the approved corporate goals and objectives; setting the CEO’s compensation, including the types of compensation; setting or making recommendations with respect to the amount and types of compensation for the Company’s other executive officers and directors, as appropriate; reviewing and monitoring incentive compensation arrangements to confirm incentive pay, policies and practices do not encourage unnecessary risk taking; providing recommendations to the Board on Company-sponsored compensation related proposals to be considered at the Company’s annual shareholder meetings, including Say-on-Pay and Say-on-Frequency proposals, including a review and consideration of the results of such

votes; and producing, reviewing and/or discussing with management, as appropriate, the reports and other information required by applicable laws, rules, regulations or other standards with respect to executive and director compensation.

The Compensation Committee has sole authority to retain and terminate such compensation consultants, legal counsel and other advisors, as the Compensation Committee deems appropriate to fulfill its responsibilities, including sole authority to approve the fees and other terms of retention. The Compensation Committee has retained an independent compensation consultant, Towers Watson, for the purpose of assisting the Compensation Committee in fulfilling its responsibilities, including providing additional services on the amount and form of executive and director compensation. Management also periodically retains Towers Watson to provide additional services to the Company with respect to compensation matters.

While the Compensation Committee retains Towers Watson, in carrying out assignments for the Compensation Committee, Towers Watson may interact with the Company’s management including the Vice President-Human Resources, the Vice President-Administration, General Counsel and Secretary and the Vice President-Chief Financial Officer and their respective staffs in order to obtain information. In addition, Towers Watson may, in its discretion, seek input and feedback from management regarding its work product prior to presentation to the Compensation Committee in order to confirm information or address certain issues.

The agendas for the Compensation Committee’s meetings are determined by the Compensation Committee’s Chair with assistance from the CEO, the Vice President-Human Resources and the Vice President-Administration, General Counsel and Secretary. These individuals, with input from the Compensation Committee’s compensation consultant, make compensation recommendations for the NEOs and other top executive officers. After each regularly scheduled meeting, the Compensation Committee may meet in executive session. When meeting in executive session, the Compensation Committee may have a session with the CEO only, a session with the compensation consultant only, and a session with members-only. The Compensation Committee Chair reports on Compensation Committee actions to the full Board at the following Board meeting.

Stock Ownership Guidelines

In order to further emphasize the stake that the Company’s directors and officers have in fulfilling the goal of building and increasing shareholder value, and to deepen the resolve of executive leadership to fulfill that goal, in August 2004, the Company established stock ownership guidelines for directors and senior executives. These guidelines were adjusted in March 2008 due to the implementation of the Company’s current compensation program. Target ownership levels are structured as a multiple of the executive’s annual base salary or the director’s annual retainer, as applicable, with directors and the CEO set at five times, the Chief Financial Officer and the Chief Operating Officer set at 3.5 times, business unit Presidents, Executive Vice Presidents and Senior Vice Presidents set at 2.5 times, and other senior executives set at 1.25 times. For purposes of these guidelines, stock ownership includes common shares held directly or indirectly, common shares held in an officer’s 401(k) plan account(s) and theoretical common shares credited to the bookkeeping account of an officer or a director in one of the Company’s non-qualified deferred compensation plans. Each covered officer or director is expected to attain the targeted level of stock ownership within five years from the date he or she is appointed or elected to the position. According to the stock ownership guidelines, once an executive reaches the targeted ownership level, and so long as those common shares are retained and the individual remains subject to the same guideline level, there is no obligation to purchase additional common shares as a result of fluctuations in stock price.

Company Compensation Philosophy

A basic philosophy of the Company has long been that employees should have a meaningful portion of their total compensation tied to performance and that the Company should use incentives which are intended to drive and reward performance. In furtherance of this philosophy, most full-time, non-union employees of the Company participate in some form of incentive compensation program. These programs include cash profit-sharing programs, which compute payouts based on a fixed percentage of profits, and short-term incentive bonus programs that primarily tie bonuses to the operating results of the Company or the applicable business unit.

Executive Compensation Philosophy and Objectives

The Company’s objectives with respect to executive compensation are to attract and retain highly qualified executives, to align the interest of management with the interest(s) of shareholders and to provide incentives, based primarily on Company performance, for reaching established Company goals and objectives. To achieve these objectives, the Compensation Committee has determined that total compensation for executives will exhibit three characteristics:

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It will be competitive in the aggregate using broad-based business comparators to gauge the competitive market;

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It will be performance-oriented and highly leveraged, with a substantial portion of the total compensation tied to performance, primarily that of the Company and/or that of the applicable business unit; and

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It will promote long-term careers at the Company.

The Company’s practice has long been that executive compensation be highly leveraged. The Company’s compensation program emphasizes performance-based compensation (pay-at-risk) that promotes the achievement of short-term and long-term Company objectives. The Company believes it is appropriate to provide a balance between incentives for current short-term performance and incentives for long-term profitability of the Company. The Company’s executive compensation program, therefore, includes both a short-term cash incentive bonus program and a long-term incentive compensation program. The Company also believes it appropriate for long-term incentives to have a cash compensation component and an equity-based compensation component, which incentivize executives to drive Company performance and align their interest with those of the Company’s shareholders. Individual components of executive compensation are discussed below.

In fulfilling its responsibilities, the Compensation Committee annually reviews certain market compensation information with the assistance of its independent compensation consultant, Towers Watson, who is directly engaged by the Compensation Committee to prepare the information. This includes information regarding compensation paid to officers with similar responsibilities by a broad-based group of more than 400 companies (the “comparator group”). A list of the entities in the comparator group is set forth on Appendix I of this Proxy Statement. The comparator group is comprised predominantly of manufacturing companies, maintained in the executive compensation data base of Towers Watson at the time the study is conducted, with revenues between $1 billion and $42 billion (median of $5.8 billion). Changes in the comparator group occur as companies begin or cease participation in the data base, due to a sale, merger or acquisition of the companies included, due to an increase or decrease in revenues, or for other reasons. The Compensation Committee neither selects nor specifically considers the individual companies which are in the comparator group. For comparison purposes, due to variance in size of the companies in the comparator group, regression analysis, which is an objective analytical tool used to determine the relationship between data, is used to adjust data. The Compensation Committee believes that using this broad-based comparator group minimizes the effects of changes to the group due to changes in data base participation, lessens the impact a single entity can have on the overall data, provides more consistent results and better reflects the market in which the Company competes for executive talent.

During its review process, the Compensation Committee meets directly with the compensation consultant and reviews comparator group information with respect to base salaries, short-term cash incentive bonuses and long-term incentive compensation programs. The Compensation Committee considers comparator group information provided by the compensation consultant as an important factor in determining the appropriate levels and mix of executive compensation.

Base salaries of the NEOs and other executives generally fall below market median comparables developed from the comparator group, although the actual base salaries of the NEOs and other executives vary from individual to individual and position to position due to factors such as time in the position, performance, experience, internal equity and other factors the Compensation Committee deems appropriate. Target short-term cash incentive bonus opportunities to be paid to the NEOs and other executives for achieving targeted levels of performance are generally

above what the compensation consultant considers market median for annual bonuses because base salaries are intentionally set below market median comparables and target levels are generally based upon a stretch performance plan, as compared to originally submitted forecasts. Long-term incentive compensation opportunities of the NEOs and other executives generally fall in the range of market median developed by the compensation consultant. While comparator group information is a factor considered in setting compensation, where a specific NEO’s or other executive’s annual cash incentive bonus and long-term incentive compensation falls relative to the market median developed from the comparator group will vary based upon the factors listed above. Annual cash incentive bonuses and long-term incentive compensation actually paid may vary significantly depending on Company and/or business unit performance during the applicable year(s).

The Compensation Committee uses tally sheets as a tool to assist in its review of executive compensation. These tally sheets contain the components of the CEO’s and other NEOs’ current and historical total compensation, including base salary, short-term cash incentive bonuses and long-term incentive compensation. These tally sheets and other information provided to the Compensation Committee also show the estimated compensation that would be received by the CEO and other NEOs under certain scenarios, including in connection with a change in control of the Company.

While prior compensation or amounts realized or realizable from prior awards are given some consideration, the Compensation Committee believes that the current and future performance of the Company and the executive officers should be the most significant factors in setting the compensation for the Company’s executive officers.

The CEO’s performance is annually evaluated by the Compensation Committee and/or the full Board. The criteria considered include: overall Company performance; overall leadership; the CEO’s performance in light of, and his development and stewardship of, the Company’s philosophy and its current and long-term strategic plans, goals and objectives; development of an effective senior management team; appropriate positioning of the Company for future success; and effective communications with the Board and stakeholders. At the request of Mr. McConnell, his base salary and overall compensation have been well below market median levels. The Compensation Committee also evaluates the performance of the other NEOs, as appropriate, when annually reviewing and setting executive compensation levels. The criteria considered for the other NEOs are similar as those for the CEO, adjusted to reflect the NEO’s position, with a focus on the applicable business unit for any NEO who is a business unit president.

Compensation Risk Analysis

Our executive compensation programs are designed to be balanced, with a focus on both achieving consistent, solid year-to-year financial results and growing shareholder value over the long-term. The highest amount of compensation can be attained under these programs, taken as a whole, through consistently strong performance over sustained periods of time. This provides strong incentives for achieving success over the long-term and avoiding excessive risk taking in the short-term.

The Company has long believed that compensation incentives, based primarily upon Company earnings or similar performance measures, have played a vital role in the success of the Company. Making profit sharing, bonuses and/or other incentive payments broadly available to all levels of non-union employees has fostered an ownership mentality throughout the workforce which has resulted in long-term employment and a desire to drive consistent financial performance. The Company’s culture, aided by this ownership mentality, is focused on striving to continually improve performance and achieve long-term success without engaging in excessive risk taking.

Although the Company’s compensation practices have long been more leveraged than general market compensation practices, we do not believe, for a number of reasons, that our compensation incentives encourage excessive risk taking that may conflict with the long-term best interests of the Company and its shareholders. First, we believe base salaries are a sufficient component of total compensation so that excessive risk taking is not necessary. In December 2007, the Company revised its compensation program to increase base salaries and moderate short-term incentive compensation to support this position. Second, the performance goals under our

annual short-term incentive compensation plan are based upon realistic earnings and economic value added levels, reviewed and approved by the Board, that we believe can be attained without taking inappropriate risks or materially deviating from normal operations, expected continuous improvement or approved strategy. Third, our long-term cash performance awards and performance share awards are based upon performance over three-fiscal-year periods which mitigate the taking of short-term risk. Fourth, in setting targets for short-term bonuses and long-term incentive compensation, restructuring and non-recurring items are generally eliminated and results are adjusted to eliminate FIFO gains or losses, which limits rewards for risky behavior outside the ordinary course of business. Fifth, stock options generally contain a three-or five-year incremental vesting schedule and provide rewards based on the long-term performance of our common shares. Sixth, restricted common share awards also have a vesting period and further link executive compensation to the long-term value of our common shares.

The Company’s stock ownership guidelines also drive stock ownership among executives, again aligning their interests with the interests of our shareholders and the long-term growth in the value of the Company’s common shares. This is most evident in the shareholdings of our CEO, John P. McConnell, who is by far the Company’s largest shareholder. His potential financial reward for long-term growth in the value of the Company’s common shares far outweighs any short-term compensation he may receive as a result of any excessive short-term risk taking.

The Compensation Committee granted special performance-based restricted common share awards to Messrs. Rose and Russell effective June 30, 2011, as described under the caption “Special Performance-Based Restricted Common Share Awards” beginning on page 37. Please also see the discussion of these awards under the caption “EXECUTIVE COMPENSATION — Grant of Plan-Based Awards” beginning on page 47. The $30.00 per share for 30 consecutive days vesting requirement is believed to be an appropriate performance target, as it will not only reward Messrs. Rose and Russell, but also the shareholders in general, as the $30.00 stock price would be more than 22% above the Company’s all-time high average closing price (adjusted for stock splits) for any consecutive 30-day period. The Committee believes this to be reasonable target which can be reached by steady, consistent growth in the Company’s performance, without the need for any undue risk taking.

Cash Compensation Paid in Fiscal 2012

Short-term cash compensation (base salary and short-term incentive bonus) paid to the Company’s executives, including the CEO and the other NEOs, was down between 15% and 30% in Fiscal 2012, as corporate short-term cash incentive bonus performance was earned at 110% of target levels after being earned at close to maximum levels for the fiscal year ended May 31, 2011 (“Fiscal 2011”). The Company and its business units posted solid results, and the payments were made (a) to corporate executives based upon corporate economic value added (“EVA”) and corporate earnings per share (“EPS”) results; and (b) to business unit executives, based upon corporate EPS and business unit operating income and business unit EVA. For Fiscal 2012, adjusted corporate EPS increased 36% from Fiscal 2011 (adjusting for FIFO gains and losses and excluding the non-recurring and restructuring charges); and corporate EVA was a positive $12.5 million despite demand in most of the markets to which the Company sells, and thus volumes in most of the Company businesses, still being somewhat weak on a historic basis. See the “Fiscal 2012 Summary Compensation Table” on page 44 of this Proxy Statement for the amounts of short-term cash incentive bonus awards paid to the NEOs for Fiscal 2012.

Consistent with the philosophy of our executive compensation program, base salaries paid in Fiscal 2012 were generally below median levels of the comparator group, while earned short-term cash incentive compensation was above median levels as financial performance exceeded the target level.

With the improved performance in Fiscal 2011 and Fiscal 2012, long-term cash and performance share incentive compensation was earned for the three-fiscal-year performance period ended May 31, 2012, at somewhat above threshold levels (the corporate payout being 61% of the target payout level, and the Steel Processing operating income portion for business unit NEOs being 82% of the target payout level, for the three-fiscal-year performance period ended May 31, 2012), despite the drag caused by the recession earlier in the three-year performance period and the continued weak economic conditions. This was the first time that long-term incentive

compensation was paid with respect to a three-fiscal-year performance period since 2008. See the “Fiscal 2012 Summary Compensation Table” on page 44 of this Proxy Statement.

Throughout recent years, the Compensation Committee has been impressed with management’s attitude and performance in response to the recession, the resulting difficult market conditions, and the somewhat improved conditions in the past two years. Aided by the Transformation Plan which management developed and began implementing during Fiscal 2008, the Company has taken difficult steps to reduce costs, including facility closures and workforce reductions, to improve efficiencies and to right size various operations. The Company implemented a focused sales effort as well as a consolidated sourcing and supply chain strategy, and took other actions to place the Company in a solid competitive position. Management also took interim cost-cutting measures, some of which had an adverse impact on their own compensation, to assist the Company through the difficult economic environment. As a result, the Company was able to achieve the stronger results in Fiscal 2011 and Fiscal 2012 despite volumes still being well below what we would consider historically good levels. The Company has also taken a number of positive strategic moves. For example, the Cleveland, Ohio steel processing facility acquired from Gibraltar Industries, Inc. in February 2010 has proved to be very profitable. Combining the metal framing operation into the ClarkWestern Dietrich Building Systems LLC joint venture on March 1, 2011 generated cash, added new locations and assets to our steel processing business, and gave us a continuing interest in a metal framing joint venture which appears to be in a stronger position to capitalize on improvements to the construction market. A number of acquisitions were completed in Fiscal 2012 and have also been accretive to results.

As results improved, the Board of Directors voted to increase the quarterly dividend for the first quarter and each subsequent quarter of Fiscal 2012 from $0.10 per share to $0.12 per share, and to increase the quarterly dividend to $0.13 per share for the first quarter of the fiscal year ending May 31, 2013 (“Fiscal 2013”). Overall, the Compensation Committee believes that the Company’s CEO, the other NEOs, and management overall have performed well, as evidenced not only by the Company’s financial results, but also in the strategic actions to position the Company, and its various businesses and joint ventures, to be able to further enhance results as the economy and business conditions improve.

Compensation Components

Base Salaries

Base salaries for the NEOs and other executive officers are set to reflect the duties and responsibilities inherent in each position, individual levels of experience, performance, market compensation information, internal equity among positions in the Company, and the Compensation Committee’s judgment. The Compensation Committee annually reviews information regarding compensation paid by the comparator group to executives with similar responsibilities. It is the Compensation Committee’s intent, in general, to set base salaries below market median levels, with consideration given to the other factors listed above, and have total annual cash compensation driven by bonuses.

In June 2012, the Compensation Committee approved increases in base salaries for executives effective September 2012, generally in the range of 3%, with greater increases given to executives who were promoted into new positions. The Company’s CEO, John P. McConnell, turned down the base salary increase recommended for him by the Compensation Committee.

Short-Term Incentive Compensation

The NEOs and certain other key employees of the Company participate in the Company’s short-term cash incentive bonus program under which annual awards for corporate executives are generally tied to achieving specified levels (threshold, target and maximum) of corporate EVA and EPS and for business unit executives, corporate EPS, business unit operating income (“EOI”) and business unit EVA, for the applicable 12-month performance period. Restructuring and non-recurring charges are generally excluded from all calculations, and the impact of FIFO gains or losses are factored out in calculating corporate EPS and Steel Processing business unit EOI. For corporate executives, each performance measure carries a 50% weighting. For business unit executives, the

corporate EPS carries a 20% weighting, business unit EOI carries a 30% weighting, and business unit EVA carries a 50% weighting. For performance falling between threshold and target or between target and maximum, the award is linearly prorated. If threshold levels are not reached for any performance measure, no bonus will be paid. Short-term cash incentive bonus payouts are made within a reasonable time following the end of the performance period in cash, unless the Board specifically provides for a different form of payment. In the event of a change in control of the Company, followed by the actual or constructive termination of a participant’s employment during the relevant performance period, the short-term cash incentive bonus award of the participant would be considered to be earned at target and payable as of the date of actual or constructive termination of employment.

Short-term cash incentive bonuses earned for the twelve-month periods which comprised Fiscal 2012, Fiscal 2011, and Fiscal 2010, are shown in the “Fiscal 2012 Summary Compensation Table” on page 44 of this Proxy Statement in the “Short-Term Incentive Bonus Award” column within “Non-Equity Incentive Plan Compensation.”

Effective June 26, 2012, the Compensation Committee granted annual cash incentive bonus awards to the NEOs for the 12-month period ending May 31, 2013. These annual cash incentive bonus awards are shown in the “Annual Cash Incentive Bonus Awards Granted for Fiscal 2013” table beginning on page 54 of this Proxy Statement.

Long-Term Incentive Compensation

The Compensation Committee has implemented a long-term incentive compensation program for the NEOs and other executive officers, which consists of: (a) annual option grants; (b) long-term performance share awards based on achieving measurable financial results over a three-fiscal-year period; (c) long-term cash performance awards based on achieving measurable financial results over a three-fiscal-year period, and (d) restricted common share awards. Restricted common share awards, long-term performance share awards and long-term cash performance awards are made under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (the “1997 LTIP”). Options are generally granted out of one of the Company’s stock option plans or under the 1997 LTIP. All of these plans have been approved by the Company’s shareholders.

The Compensation Committee added awards of restricted common shares to the long-term incentive program for Fiscal 2012 and Fiscal 2013, and somewhat reduced the size of the other long-term incentive awards.

The sizes of long-term cash performance awards, performance share awards, option grants and restricted common share awards are generally set based upon market median values for the comparator group, and adjusted for items such as the officer’s time in the position, internal equity, performance and such other factors as the Compensation Committee deems appropriate. The percentage of the long-term compensation provided by each type of award is determined by the Compensation Committee. The value given to options for purposes of these awards is determined by the Compensation Committee based on input from its compensation consultant taking into account the anticipated grant date fair value calculated under applicable accounting rules, and the option values used for recent annual grants. The same is true for restricted common shares. Likewise, the value of the performance share awards is based upon input from the compensation consultant and the applicable anticipated fair value calculated under applicable accounting rules, and the value of recent annual grants. The value used for cash performance awards is generally the amount that can be earned at target. The specific amount of each type of award granted to an executive is determined consistent with the above, with the specific amounts determined by the Compensation Committee on a subjective basis combining all of the factors considered.

The Compensation Committee believes that using a blend of restricted common share awards, stock options, long-term performance share awards and long-term cash performance awards represents a particularly appropriate and balanced method of motivating and rewarding senior executives. Restricted common share awards and options align the interests of employee recipients with those of shareholders by providing value tied to the stock price appreciation. Cash performance awards motivate long-term results because their value is tied to sustained financial achievement over a multiple-year period. Performance share awards blend both of these features because the number of performance shares received is tied to sustained financial achievement over a multiple-year period,

and the value of those performance shares is tied to the price of the Company’s common shares. The Compensation Committee believes the combination of these forms of incentive compensation is superior to reliance upon only one form and is consistent with the Company’s compensation philosophy and objectives.

The Compensation Committee generally approves annual restricted common share awards, annual stock option awards and long-term performance share and cash performance awards at its June meeting. The option grants are generally made effective following the meeting and after the Company has reported its earnings for the prior fiscal year. Long-term performance share awards and long-term cash performance awards have been based on performance over a three-fiscal-year period beginning with the first day of the first fiscal year in that period. An explanation of the calculation of the compensation expense relative to the equity-based long-term incentive compensation is set forth under the caption “Equity-Based Long-Term Incentive Compensation Accounting” beginning on page 38 of this Proxy Statement.

Neither the Company nor the Compensation Committee has backdated stock option grants to obtain lower exercise prices.

At the Company’s 2011 Annual Meeting of Shareholders, the Company’s shareholders approved the executive compensation as disclosed in the proxy statement for that Annual Meeting. While the Compensation Committee reviewed the results of this advisory vote, the vote was not a significant factor in determining executive compensation decisions and policies for Fiscal 2012.

Options

Options are generally awarded annually to the NEOs and a select group of executives. It has been the practice of the Company to award options to a broader group of key employees every two or three years, and options may also be granted at other times to selected key employees when their employment begins or they receive a promotion. In practice, the number of common shares covered by an option award generally depends upon the employee’s position and external market data. Options provide employees with the opportunity to participate in increases in shareholder value as a result of stock price appreciation, and further the Company’s objective of aligning the interest of management with the interests of shareholders.

The following describes the Committee’s general practice in granting options, excluding specific grants tailored to meet specific circumstances, such as when an employee nears retirement. Options granted to employees between 1984 and May 31, 2011 have been non-qualified stock options, which generally vest at a rate of 20% per year with full vesting at the end of five years. Options granted to employees beginning on June 1, 2011 will continue to be non-qualified stock options but will vest at a rate of 33% per year with full vesting at the end of three years. In the event an optionee’s employment terminates as a result of retirement, death or total disability, any unexercised options outstanding and exercisable on that date will remain exercisable by the optionee or, in the event of death, by the optionee’s beneficiary, until the earlier of either the fixed expiration date, as stated in the applicable option award agreement, or, depending on when the option was granted, either 12 or 36 months after the last day of employment due to retirement, death or disability. Should termination occur for any reason other than retirement, death or disability, all unexercised options will be forfeited. In the event of a change in control of the Company (as defined in the respective option plans or award agreements), options then outstanding will become fully vested and exercisable. However, for options granted after June 1, 2011, the change in control must be followed by an actual or constructive termination of employment for the options to become fully vested and exercisable. The Compensation Committee may allow an optionee to elect, during the 60-day period following a change in control, to surrender an option or a portion thereof in exchange for a cash payment equal to the excess of the change in control price per share over the exercise price per share.

The option grants to the NEOs in Fiscal 2012 are detailed in the “Grants of Plan-Based Awards for Fiscal 2012” table beginning on page 47 of this Proxy Statement. For purposes of the Grants of Plan-Based Awards for Fiscal 2012 table, options are valued based on their grant date fair value and calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) (formerly Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment”). This value for options is also

reported in the “Option Awards” column of the “Fiscal 2012 Summary Compensation Table” on page 44 of this Proxy Statement.

Effective June 30, 2011, the Company made awards of non-qualified options to 44 employees to purchase an aggregate of 443,750 common shares, with an exercise price equal to $23.10, the fair market value of the common shares on the grant date. Of those options granted, an aggregate of 228,000 common shares were covered by options awarded to the current NEOs. Information on the options awarded to the current NEOs is shown in the “Grants of Plan-Based Awards for Fiscal 2012” table beginning on page 47 of this Proxy Statement.

Between September 2, 2011 and April 16, 2012, the Company made awards of options to 20 employees to purchase an aggregate of 78,000 common shares, with exercise prices equal to the fair market value of the common shares on the respective grant dates, which ranged from $13.97 to $19.18. None of these options were granted to NEOs. These options were granted to employees not covered by the June 30, 2011 grant and included employees who started employment with the Company or started in new positions with the Company.

Effective June 29, 2012, the Company made awards of non-qualified options to 146 employees to purchase an aggregate of 918,250 common shares, with an exercise price equal to $20.47, the fair market value of the common shares on the grant date. Of those options granted, an aggregate of 226,000 common shares were covered by options awarded to the current NEOs. Information on the options granted to the current NEOs is shown in the “Long-Term Performance Awards, Option Awards and Restricted Common Share Awards Granted in Fiscal 2013” table on page 55 of this Proxy Statement.

Performance Awards – General

Since Fiscal 1998, the Company has awarded a select group of key executives, including the NEOs, long-term cash performance awards based upon results over a prospective three-fiscal-year performance period. Starting with the three-fiscal-year performance period that began on June 1, 2006, the Company reduced the size of the targeted option awards to executives and added long-term performance share awards.

Payouts of the long-term cash performance awards and the long-term performance share awards for corporate executives are generally tied to achieving specified levels (threshold, target and maximum) of cumulative corporate EVA and EPS growth over the performance period, with each performance measure carrying a 50% weighting. For business unit executives, cumulative corporate EVA and EPS growth measures together carry a 50% weighting, and business unit operating income targets are weighted 50%. In these calculations, restructuring charges and non-recurring items are generally excluded, and EPS and operating income results are adjusted for FIFO gains or losses in the Steel Processing business unit. If the performance level falls between threshold and target or between target and maximum, the award is prorated. Payouts, if any, would generally be made in the quarter following the end of the applicable performance period. Calculation of the Company results and attainment of performance measures are made solely by the Compensation Committee based upon the Company’s consolidated financial statements. The Compensation Committee determines the appropriate charges and adjustments and may make adjustments for other unusual or non-recurring events, including, without limitation, changes in tax and accounting rules and regulations, extraordinary gains and losses, mergers and acquisitions, and purchases or sales of substantial assets, provided that, if Section 162(m) of the Internal Revenue Code would be applicable to the payout of the award, any such change or adjustment, if not provided for when the targets are set, must be permissible under Section 162(m). These performance measurements have been chosen because the Compensation Committee believes that: (i) the EPS growth metric strongly correlates with the Company’s growth in equity value; (ii) operating income at a business unit ties directly into Company EPS growth; and (iii) the cumulative corporate EVA target, which is driven by net operating profit in excess of the cost of capital employed, keeps management focused on the most effective use of existing assets and pursuing only those growth opportunities which provide returns in excess of the cost of capital. The Company has used these, or similar performance measures, since long-term cash performance awards were first granted for the performance period ended May 31, 1998. The Company’s overall performance levels have reached at least the threshold performance level in six out of the 14 three-fiscal-year performance periods which have ended on or prior to May 31, 2012.

Three-fiscal-year performance levels (threshold, target and maximum) are generally set based upon achieving set levels of (i) cumulative economic value generated over the three-fiscal-year performance period and (ii) compounded growth in Company EPS or business unit operating income from the levels attained in the fiscal year prior to the start of the performance period. Results somewhat above threshold levels were attained and payouts were made to executive officers for the three-fiscal-year performance period ended May 31, 2012 with respect to both long-term cash performance awards and performance share awards at 61% of target levels for corporate results and 82% of target levels for Steel Processing operating income results. Based on the Company’s performance for Fiscal 2011, Fiscal 2012 and Fiscal 2013 (through the date of this Proxy Statement), it appears that the Company is well positioned to attain results between target and maximum performance measures applicable to the NEOs for the three-fiscal-year period ending May 31, 2013. At this time, the Company also appears well positioned to achieve results between target and maximum levels for the three-fiscal-year performance period ending May 31, 2014.

Performance Share Awards

The performance share program provides grants of long-term performance share awards to selected key executives, which are earned only if the specified performance objectives discussed above under “Performance Awards – General” are met over a three-fiscal-year period. Performance share awards are intended to reward executives for achieving pre-established financial goals over a three-fiscal-year period while at the same time rewarding them for any increase in common share price, since the value of the common shares earned will depend upon the common share price at the end of the three-fiscal-year performance period. The awards also facilitate stock ownership among the executives by delivering full-value common shares (if the financial targets are met) and are less dilutive to shareholders than options.

The performance measures for the performance share awards are discussed in the prior section, “Performance Awards – General.” All performance share awards are paid in common shares. No common shares are awarded if none of the three-fiscal-year financial threshold measures are met. Common shares which are earned, if any, are issued to participants after the Company’s financial results for the three-fiscal-year period are finalized and the Compensation Committee has determined which performance levels have been attained. In general, actual termination of employment results in termination of awards. However, if termination is due to death, disability or retirement, a pro rata payout will be made for performance periods ending 24 months or less after termination of employment based on the number of months of employment completed by the participant during the performance period before the effective date of termination, provided that the applicable performance goals are achieved. No payout will be made for performance periods ending more than 24 months after termination of employment. Unless the Board specifically provides otherwise, in the event of a change in control of the Company, which for three-fiscal-year performance share awards granted during or after Fiscal 2012, must be followed by an actual or constructive termination of employment, performance share awards would be considered to be earned and payable in full at the maximum level and immediately settled or distributed.

Long-term performance share awards were earned somewhat above threshold levels for the three-fiscal-year performance period ended May 31, 2012, paying out at 61% of target levels for corporate results.

Long-term performance share awards granted in Fiscal 2012 for the three-fiscal-year performance period ending May 31, 2014 are reported in the “Grants of Plan-Based Awards for Fiscal 2012” table on page 47 of this Proxy Statement. An explanation of the calculation of the compensation expense relative to those awards is set forth under the caption “Equity-Based Long-Term Incentive Compensation Accounting” beginning on page 38. If the performance criteria are met, the performance shares earned would generally be issued in the quarter following the end of the performance period.

Information on long-term performance share awards granted in Fiscal 2013 for the three-fiscal-year performance period ending May 31, 2015 is shown in the “Long-Term Performance Awards, Option Awards and Restricted Common Share Awards Granted in Fiscal 2013” table on page 55 of this Proxy Statement.

Long-Term Cash Performance Awards

Three-fiscal-year cash performance awards are intended to reward executives for achieving pre-established financial goals over a three-fiscal-year period. These long-term cash performance awards are granted to key members of management and are earned only if the specified performance objectives, as discussed above, are met over the three-fiscal-year performance period. Three-fiscal-year cash performance awards may be paid in cash, common shares or any combination thereof, as determined by the Compensation Committee at the time of payment. If the performance criteria are met, payouts would generally be made in the quarter following the end of the performance period.

The performance measures for the long-term cash performance awards are discussed above under “Performance Awards – General.” Nothing is paid under the long-term cash performance awards if none of the three-fiscal-year financial threshold measures are met. In general, termination of employment results in termination of awards. However, if termination is due to death, disability or retirement, a pro rata payout will be made for performance periods ending 24 months or less after termination of employment based on the number of months of employment completed by the participant during the performance period before the effective date of termination, provided that the applicable performance goals are achieved. No payout will be made for performance periods ending more than 24 months after termination of employment. Unless the Compensation Committee specifically provides otherwise at the time of grant, in the event of a change in control of the Company, all long-term cash performance awards would be considered to be earned and payable in full at the maximum level, and immediately settled or distributed. For the three-fiscal-year cash performance awards granted in Fiscal 2012 or later, a double trigger provision was added and the change in control must be followed by an actual or constructive termination of employment for the payout provision to apply.

Long-term cash performance awards were earned at somewhat above threshold levels for the three-fiscal-year performance period ended May 31, 2012. The amount of the awards earned by the NEOs for this period is shown in the “Fiscal 2012 Summary Compensation Table” on page 44 of the Proxy Statement under the “3-year Cash Performance Awards” column.

Long-term cash performance awards granted in Fiscal 2012 for the three-fiscal-year performance period ending May 31, 2014 are reported in the “Grants of Plan-Based Awards for Fiscal 2012” table on page 47 of this Proxy Statement.

Information on long-term cash performance awards granted in Fiscal 2013 for the three-fiscal-year performance period ending May 31, 2015 is shown in the “Long-Term Performance Awards, Option Awards and Restricted Common Share Awards Granted in Fiscal 2013” table on page 55 of this Proxy Statement.

Annual Restricted Common Share Awards

Effective June 30, 2011, the Compensation Committee granted annual restricted common share awards for the first time to 26 executives covering an aggregate of 70,700 restricted common shares, which will vest on the third anniversary of the grant date. Of those awards, an aggregate of 37,500 restricted common shares were awarded to the current NEOs. Restricted common share awards are intended to reward and incent executives by directly aligning the interests of management with the interests of shareholders. The vesting provision of the restricted common shares also serves as a management retention incentive. For further details of restricted common share awards granted effective June 30, 2011, see the “Stock Awards” column of the “Fiscal 2012 Summary Compensation Table” on page 44 of this Proxy Statement.

Other Restricted Common Share Awards

Effective June 29, 2012, the Compensation Committee granted restricted common share awards (a) to 31 executives covering an aggregate of 98,600 restricted common shares (of which 48,500 shares were awarded to current NEOs) which will vest on the third anniversary of the grant date; and (b) to Mr. Stoe, an NEO, covering 5,000 restricted common shares, which will vest in one year, due to his retirement on August 1, 2012. For further details with respect to the restricted common share awards granted on June 29, 2012, see the “Long-Term

Performance Awards, Option Awards and Restricted Common Share Awards Granted in Fiscal 2013” table on page 55 of this Proxy Statement.

Between September 2, 2011 and March 30, 2012, the Compensation Committee granted restricted common share awards to five members of key management covering an aggregate of 38,000 restricted common shares. Vesting will occur on the third anniversary of the respective grant date for four of the individuals and on the fifth anniversary of the grant date for the other individual. None of these awards were granted to executive officers. These awards were granted to employees who started employment with the Company or changed positions or assumed new responsibilities with the Company.

As of December 29, 2011, as part of the acquisition of Angus Industries, the Compensation Committee granted restricted common share awards to four Angus executives: three executives received an aggregate of 321,994 restricted common shares, which will vest 33% on each of the first through third anniversaries of the grant date and one executive received 60,755 restricted common shares, which will vest on the first anniversary of the grant date. None of these awards were granted to NEOs.

Special Performance-Based Restricted Common Share Awards

The Compensation Committee has at times made special one-time long-term incentive awards to certain key employees. Effective June 30, 2011, the Committee made a special award of 185,000 performance-based restricted common shares to each of Mr. Rose and Mr. Russell. The term of these restricted common share awards is five years and the restricted common shares will vest if and when the closing price of the Company’s common shares is at or above $30.00 per share for 30 consecutive days during the term. These awards were modified effective as of September 14, 2011 to add a three-year (33% per year) time-based vesting requirement (in addition to the $30.00 per share price performance-based vesting requirement) and changed the holding period for the restricted common shares following vesting to the later of (i) five years after the June 30, 2011 date of grant, or (ii) two years after vesting. The restricted common shares will be forfeited five years from the effective date of the award (i.e., June 30, 2016) if the performance-based vesting condition is not met by that date.

The award is forfeited if the executive’s employment is terminated before vesting or if the target price is not attained during the five-year term. In the case of death or disability, the Compensation Committee may elect, in its sole discretion, to accelerate the vesting of all or a portion of the restricted common shares. In the event of a change-in-control followed by an actual or constructive termination of employment (as defined by the Compensation Committee), the restricted common shares will vest, subject to any Section 280G limitation imposed by the Compensation Committee. For further details on these restricted common share awards granted on June 30, 2011, see the “Grants of Plan-Based Awards for Fiscal 2012” table on page 47.

Each of Mr. Rose and Mr. Russell has been a key player in driving the Company’s transformation efforts and financial results, as well as in other strategic actions taken by the Company in recent years. The CEO and the Board have identified Mr. Rose and Mr. Russell as key executives who will have key roles and responsibilities in leading the Company forward, with Mr. Russell becoming President and Chief Operating Officer on August 1, 2012. The Compensation Committee believes these special restricted common share awards serve as a strong retention mechanism that provides a unique incentive to these identified leaders to further enhance the Company’s success, and directly ties their compensation to the Company’s first corporate goal of increasing the value of our shareholders’ investment.

The Compensation Committee believes the $30.00 per share for 30 consecutive days goal to be an appropriate performance target, as it will not only reward Messrs. Rose and Russell, but also the shareholders in general, as the $30 stock price would be more than 22% above the Company’s all-time high average closing price (adjusted for stock splits) for any consecutive 30-day period. The Compensation Committee believes this to be reasonable target which can be reached by steady, consistent growth in the Company’s performance, without the need for any undue risk taking. Further, the Compensation Committee believes that requiring the executives to continue to hold the common shares for at least two years after vesting (coupled with their other stock holdings and equity awards), reduces the incentive for risky behavior intended to drive only a short term increase in the price of

the common shares, and instead encourages activity which would lead to steady increases in financial results and the stock price which can be maintained and increased beyond the vesting period of the restricted common shares.

Long-Term Compensation Awarded in Fiscal 2012

The dollar value of the long-term compensation for the NEOs (including stock awards, option awards and 3-year cash performance awards), as shown in the “Fiscal 2012 Summary Compensation Table” on page 44 of the Proxy Statement, was up in fiscal 2012 over fiscal 2011, driven largely by the increase in the stock price from June 2010 (when the awards for Fiscal 2011 were made) to June of 2011 (when the awards for Fiscal 2012 were made). Although the number of option shares and three-fiscal-year performance shares were down from Fiscal 2011 to Fiscal 2012 (both due to an increase in their value and the addition of restricted common share awards), the dollar value of those awards, calculated in accordance with ASC 718, for financial statement purposes, was significantly higher, as the share price is a very large factor in the accounting valuation of those awards, and the share price had increased more than 72% between the two effective dates of those awards. Also, cash performance awards were earned for the three-fiscal-year performance period ending May 31, 2012, at somewhat above threshold levels (but well below target) as the Company overcame the weak performance in Fiscal 2010, with better performances in Fiscal 2011 and Fiscal 2012. As noted above, no performance cash awards were earned for the three-year periods ended in Fiscal 2010 and Fiscal 2011, due largely to the recession.

The large increase in long-term incentive compensation for Messrs. Rose and Russell was driven by the special performance based restricted common share awards discussed above.

Claw Back Policy

The Company does not have a specific claw back policy. If the Company is required to restate its earnings as a result of non-compliance with a financial reporting requirement due to misconduct, under Section 304 of the Sarbanes-Oxley Act of 2002 (“SOX”), the CEO and the Chief Financial Officer would have to reimburse the Company for any bonus or other incentive-based or equity-based compensation received by them from the Company during the twelve-month period following the first filing with the SEC of the financial document that embodied the financial reporting requirement, and any profits realized from the sale of common shares of the Company during that twelve-month period, to the extent required by SOX.

Equity-Based Long-Term Incentive Compensation Accounting

The accounting treatment for equity-based long-term incentive compensation is governed by ASC 718, which the Company adopted effective June 1, 2006. Options are valued using the Black-Scholes pricing model based upon the grant date price per common share underlying the option award, the expected life of the option, risk-free interest rate, dividend yield, and expected volatility. Further information concerning the valuation of options and the assumptions used in that valuation is contained in “Note A – Summary of Significant Accounting Policies – Stock-Based Compensation” and “Note I – Stock-Based Compensation” of the Notes to Consolidated Financial Statements in “Item 8. – Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for Fiscal 2012 filed on July 30, 2012 (the “2012 Form 10-K”).

Long-term performance share awards payable in common shares are initially valued using the grant date price per common share based on the target award, and a compensation expense is recorded prospectively over the performance period on a straight-line basis. This amount is then adjusted on a quarterly basis based upon an estimate of the performance level anticipated to be achieved for the performance period in light of actual and forecasted results.

Long-term cash performance awards are initially valued at the target level, and a compensation expense is recorded prospectively over the performance period on a straight-line basis. This amount is then adjusted on a quarterly basis based on an estimate of the performance level anticipated to be achieved for the performance period in light of actual and forecasted results.

Restricted common shares are valued at fair value as of the date of grant and the calculated compensation expense is recognized on a straight-line basis over their respective vesting periods. For restricted common shares with only time-based vesting, fair value is generally the closing price of the common shares at the respective grant date. If the vesting is subject to other conditions, the value is generally calculated under a Monte Carlo valuation model. Further information concerning the valuation of restricted common shares and the assumptions used in that valuation is contained in “Note A – Summary of Significant Accounting Policies – Stock-Based Compensation” and “Note I – Stock-Based Compensation” of the Notes to Consolidated Financial Statements in “Item 8. – Financial Statements and Supplementary Data” of the Company’s 2012 Form 10-K.

Deferred Profit Sharing Plan

The NEOs participate in the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “DPSP”), together with most other full-time, non-union employees of the Company. The DPSP is a 401(k) plan and is the Company’s primary retirement plan. Contributions made by the Company to participant accounts under the DPSP are generally based on 3% of eligible compensation which includes base salary, profit sharing, bonus and short-term performance bonus payments, overtime and commissions, up to the maximum limit set by the Internal Revenue Service (“IRS”) from year to year ($250,000 for calendar 2012). In addition, the NEOs and other participants in the DPSP may elect to make voluntary contributions up to prescribed IRS limits. These voluntary contributions are generally matched by Company contributions of 50% of the first 4% of eligible compensation contributed by the participant. Distributions under the DPSP are generally deferred until retirement, death or total and permanent disability.

Non-Qualified Deferred Compensation

The NEOs and other highly-compensated employees are eligible to participate in the Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (the “2005 NQ Plan”). The 2005 NQ Plan is a voluntary, non-tax qualified, unfunded deferred compensation plan available only to select highly-compensated employees for the purpose of providing deferred compensation, and thus potential tax benefits, to these employees.

Under the 2005 NQ Plan, executive officers of the Company may defer the payment of up to 50% of their base salary and up to 100% of their bonus and/or short-term cash incentive bonus awards. Amounts deferred are credited to the participants’ accounts under the 2005 NQ Plan at the time the base salary and/or bonus compensation would have otherwise been paid. In addition, the Company may make discretionary employer contributions to the participants’ accounts in the 2005 NQ Plan. In recent years, the Company has made employer contributions in order to provide the same percentage of retirement-related deferred compensation to executives compared to other employees that would have been made but for the IRS limits on annual compensation that may be considered under the DPSP. For the 2011 and 2012 calendar years, the Company made contributions to the 2005 NQ Plan for participants equal to (i) 3% of an executive’s annual compensation (base salary plus bonus) in excess of the IRS maximum; and (ii) a matching contribution of 50% of the first 4% of annual compensation contributed by the executive to a Company retirement plan to the extent not matched by the Company under the DPSP. Participants in the 2005 NQ Plan may elect to have their accounts invested at a rate reflecting (a) the increase or decrease in the fair market value per share of the Company’s common shares with dividends reinvested, (b) a fixed rate which is set annually by the Compensation Committee (2.30% for Fiscal 2012), or (c) returns on any funds available for investment under the DPSP. Employee accounts are fully vested under the 2005 NQ Plan. Payouts under the 2005 NQ Plan are made in cash, as of a specified date selected by the participant or when the participant is no longer employed by the Company, either in a lump sum or installment payments, all as chosen by the participant at the time the deferral is elected. The Compensation Committee may permit hardship withdrawals from a participant’s account under defined guidelines.

Contributions or deferrals for the period before January 1, 2005, are maintained under the Worthington Industries, Inc. Non-Qualified Deferred Compensation Plan, effective March 1, 2000 (the “2000 NQ Plan”). Contributions and deferrals for periods on or after January 1, 2005 are maintained under the 2005 NQ Plan, which was adopted to replace the 2000 NQ Plan in order to comply with the provisions of the then newly-adopted Section

409A of the Internal Revenue Code applicable to non-qualified deferred compensation plans. Among other things, the provisions of Section 409A generally are more restrictive with respect to the timing of deferral elections and the ability of participants to change the time and manner in which accounts will be paid. The 2005 NQ Plan and the 2000 NQ Plan are collectively referred to as the “Employee Deferral Plans.”

Perquisites

The Company makes club memberships available to NEOs and other executives because it believes that such memberships can be useful for business entertainment purposes. In 2007, the Company elected to no longer provide executives with leased Company vehicles and generally eliminated leased Company vehicles for all employees unless a substantial portion of their business time involves travel, as is the case with those individuals in outside sales.

For security reasons, the CEO is encouraged to use Company airplanes for personal travel and the CEO reimburses the Company in an amount that approximates the incremental costs to the Company associated with those flights. Other NEOs who use Company airplanes for personal use are charged an amount equal to the SIFL rate set forth in the regulations promulgated by the United States Department of the Treasury (“Treasury Regulations”), which is generally less than the Company’s incremental costs.

Other Company Benefits

The Company provides employees, including the NEOs, a variety of employee welfare benefits including medical benefits, disability benefits, life insurance, accidental death and dismemberment insurance, and the DPSP noted above. These benefits are generally provided to employees on a Company-wide basis.

Change in Control

The Company’s stock option plans generally provide that, unless the Board or the Compensation Committee provides otherwise, upon a change in control of the Company, all options then outstanding will become fully vested and exercisable as of the date of the change in control. For the options granted in Fiscal 2012 and later, a double trigger provision was added and the change in control must be followed by an actual or constructive termination of employment for the accelerated vesting provision to apply. In addition, the Compensation Committee may allow the optionee to elect, during the 60-day period from and after the change in control, to surrender the options or a portion thereof in exchange for a cash payment equal to the excess of the change in control price per share over the exercise price per share.

For purposes of the Company’s stock option plans (the 1997 LTIP, the Amended and Restated 2003 Stock Option Plan (the “2003 Stock Option Plan”) and the 2010 Stock Option Plan), a change in control will be deemed to have occurred when any person, alone or together with its affiliates or associates, has acquired or obtained the right to acquire the beneficial ownership of 25% or more of the Company’s outstanding common shares, unless such person is: (a) the Company; (b) any employee benefit plan of the Company or a trustee of or fiduciary with respect to any such plan when acting in that capacity; or (c) any person who, on the date the applicable plan became effective, was an affiliate of the Company owning in excess of 10% of the Company’s outstanding common shares and the respective successors, executors, legal representatives, heirs and legal assigns of such person (an “Acquiring Person Event”). In addition, in the case of options granted under the 2003 Stock Option Plan and the 2010 Stock Option Plan, a change in control will also be deemed to have occurred if there is a change in the composition of the Board with the effect that a majority of the directors are not “continuing directors” (as defined in each plan).

If a change in control (followed by an actual or constructive termination of employment where required by the terms of the options at issue) had occurred as of May 31, 2012, the value of the unvested options which would have vested upon the change in control (based upon (a) the difference, if any, between (i) the closing market price of the Company’s common shares on May 31, 2012 ($16.24), and (ii) the per share exercise price of each such option, multiplied by (b) the number of common shares subject to the unvested portion of each such option), for each of the NEOs would have totaled:


NEO	Value of Options With Vesting Accelerated
John P. McConnell	$	721,620
George P. Stoe	$	384,864
B. Andrew Rose	$	232,420
Mark A. Russell	$	192,432
Virgil L. Winland	$	121,946

Long-term cash performance awards and long-term performance share awards provide that, unless the Board or the Compensation Committee provides otherwise, upon a change in control of the Company, all such awards would be considered earned and payable in full at the maximum amounts and would be immediately settled or distributed. For the three-fiscal-year performance share awards (and cash performance share awards) granted in Fiscal 2012 and later, a double trigger provision requires that the change in control be followed by an actual or constructive termination of employment for this payout provision to apply. For purposes of the 1997 LTIP (under which the long-term cash performance awards and long-term performance share awards have been granted), a change in control will be deemed to have occurred when there is an Acquiring Person Event.

If a change in control (followed by an actual or constructive termination of employment when required by the terms of the award at issue) had occurred as of May 31, 2012, the aggregate value of the long-term cash performance awards and the long-term performance share awards (based on the May 31, 2012 closing market price of the Company’s common shares of $16.24) which would have been paid to each of the NEOs would have totaled:


NEO	1997 LTIP Cash Performance Awards		1997 LTIP Performance Share Awards
John P. McConnell	$	5,700,000		259,000
George P. Stoe	$	4,800,000		125,000
B. Andrew Rose	$	1,850,000		62,000
Mark A. Russell	$	2,100,000		56,000
Virgil L. Winland	$	1,380,000		32,500

The time-vested restricted common share awards granted effective June 30, 2011 provide that upon a change in control of the Company followed by an actual or constructive termination of employment, the restricted common shares vest and the restrictions lapse. If a change in control followed by an actual or constructive termination of employment had occurred as of May 31, 2012, the number of restricted common shares (and accrued dividends on those common shares) that would have vested as of such date are:


NEO	# of Restricted Common Shares		Accrued Dividend
John P. McConnell		20,000	$	7,200
George P. Stoe		0		0
B. Andrew Rose		7,000	$	2,520
Mark A. Russell		7,000	$	2,520
Virgil L. Winland		3,500	$	1,260

The 185,000 special performance-based restricted common share awards granted to Messrs. Russell and Rose as of June 30, 2011 provide that upon a change of control followed by an actual or constructive termination of employment, the restricted common shares will vest and the restrictions lapse. If a change of control followed by an

actual or constructive termination of employment had occurred as of May 31, 2012, the number of restricted common shares, and accrued dividends on those common shares, that would have vested as of such date are:


NEO	# of Restricted Common Shares		Accrued Dividend
B. Andrew Rose		185,000	$	66,600
Mark A. Russell		185,000	$	66,600

Short-term cash incentive bonus awards provide that if during a performance period, (a) a change in control of the Company (as defined in the relevant plan) occurs and (b) the participant’s employment with the Company terminates on or after the change in control, the participant’s award would be considered earned and payable as of the date of the participant’s actual or constructive termination of employment in the amount designated as target for such award and would be settled or distributed following the date of the participant’s actual or constructive termination of employment. The target amounts for the short-term cash incentive bonus awards granted to the NEOs for the 12-month performance period ended May 31, 2012, are shown in the “Grants of Plan-Based Awards for Fiscal 2012” table on page 47 of this Proxy Statement.

Under the Employee Deferral Plans, participants’ accounts will generally be paid out as of the date of the change in control. See the “Non-Qualified Deferred Compensation for Fiscal 2012” table on page 53 of this Proxy Statement for further information.

The Compensation Committee believes that these change in control provisions are appropriate and well within market norms, particularly because the Company has no formal employment contracts or other formal change in control provisions relative to the NEOs or other executives.

Tax Deductibility

Section 162(m) of the Internal Revenue Code generally limits the deduction that the Company may take for certain remuneration paid in excess of $1,000,000 to any “covered employee” of the Company in any one taxable year. Currently, Section 162(m) of the Internal Revenue Code only applies to the Company’s CEO as well as the three other highest compensated officers of the Company (not including the Company’s Chief Financial Officer). Compensation which qualifies as “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code and the related Treasury Regulations will not be taken into account in determining whether this $1,000,000 deduction limitation has been exceeded. Awards granted under the Company’s stock option plans generally qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code and restricted common shares with vesting tied to performance measures would also generally qualify. The Compensation Committee intends to tailor the long-term incentive programs under the 1997 LTIP (except for restricted common share awards which do not have a performance-based vesting requirement) and the short-term cash incentive bonus awards granted to executive officers to so qualify. The Compensation Committee believes that the annual cash incentive bonus awards granted for Fiscal 2013 as well as the long-term cash performance awards and long-term performance share awards granted for the three-fiscal-year period ending May 31, 2015, under the 1997 LTIP will qualify for the “qualified performance-based compensation” exemption under Section 162(m). Please see the description of these awards under the captions “Annual Cash Incentive Bonus Awards Granted for Fiscal 2013” on page 54 of this Proxy Statement and “Long-Term Performance Awards, Option Awards and Restricted Common Share Awards Granted in Fiscal 2013,” beginning on page 54 of this Proxy Statement.

The Compensation Committee intends to continue to examine the best method to pay incentive compensation to executive officers, which will include consideration of the application of Section 162(m) of the Internal Revenue Code. In all cases, whether or not some portion of a covered employee’s compensation is tax deductible, the Compensation Committee will continue to carefully consider the net cost and value to the Company of its compensation policies.

Compensation Committee Report

The Compensation Committee has reviewed the Compensation Discussion and Analysis (the “CD&A”) contained in this Proxy Statement and discussed the CD&A with management. Based upon such review and discussion, the Compensation Committee recommended to the full Board, and the Board approved, that the CD&A be included in this Proxy Statement and incorporated by reference into the 2012 Form 10-K.

The foregoing report is provided by the Compensation Committee of the Board:

Compensation Committee

John B. Blystone, Chair

Kerrii B. Anderson

Michael J. Endres

Peter Karmanos, Jr.

Fiscal 2012 Summary Compensation Table

The following table lists, for each of Fiscal 2012, Fiscal 2011 and Fiscal 2010, the compensation of the Company’s CEO, the Company’s Chief Financial Officer (“CFO”) and the Company’s three other most highly compensated executive officers during Fiscal 2012 (the “NEOs”).

Fiscal 2012 Summary Compensation Table


	Fiscal Year	Salary ($)(1)		Stock Awards ($) (2)		Option Awards ($) (3)		Non-Equity Incentive Plan Compensation				Change in Pension Value and Nonqual- ified Deferred Compen- sation Earnings ($)(5)		All Other Compen- sation ($)(6)		Total ($)
								Short-Term / Long-Term
Name and Principal Position During Fiscal 2012								Short- Term Incentive Bonus Award ($) (1)		3-year Cash Perfor- mance Award ($)(4)
John P. McConnell, Chairman of the Board and Chief Executive Officer	2012		623,077		1,020,750		728,800		947,290		579,025		230		75,534		3,974,706
	2011		600,000		643,995		658,800		1,583,316		-0-		232		61,160		3,547,503
	2010		571,154		634,150		727,500		1,124,053		-0-		316		26,809		3,083,982

George P. Stoe, President and Chief Operating Officer (7)	2012		599,516		335,250		655,920		732,498		487,600		215		63,933		2,874,932
	2011		565,385		292,725		351,760		1,218,231		-0-		-0-		70,437		2,498,538
	2010		528,846		288,250		388,000		864,116		-0-		-0-		42,190		2,111,402

B. Andrew Rose, Vice President and Chief Financial Officer	2012		398,293		3,931,200		273,300		484,660		137,138		4		51,559		5,276,154
	2011		378,846		156,120		195,200		614,880		-0-		-0-		31,574		1,376,620
	2010		336,538		138,360		194,000		351,267		-0-		-0-		104,145		1,124,310

Mark A. Russell, President, The Worthington Steel Company (8)	2012		418,462		3,931,200		273,300		724,185		287,613		-0-		68,795		5,703,555
	2011		399,423		130,100		175,680		926,250		-0-		-0-		70,223		1,701,676
	2010		370,192		126,830		194,000		930,304		-0-		-0-		18,098		1,639,424

Virgil L. Winland, Senior Executive Vice President (9)	2012		313,731		159,075		145,760		374,510		140,185		96		33,482		1,166,839

(1)

The amounts shown in these columns include that portion of salaries and short-term incentive bonus awards the NEOs elected to defer pursuant to the DPSP or the 2005 NQ Plan. Amounts deferred to the 2005 NQ Plan in Fiscal 2012 are separately shown in the “Non-Qualified Deferred Compensation for Fiscal 2012” table beginning on page 53 of this Proxy Statement.

(2)

The amounts shown in this column include the aggregate grant date fair value of (a) the performance share awards granted to the NEOs under the 1997 LTIP in Fiscal 2012, Fiscal 2011 and Fiscal 2010, and (b) the restricted common share awards granted to the NEOs in Fiscal 2012. The amounts for the performance

share awards are computed in accordance with ASC 718 as of the date the performance share awards were granted. These were calculated based upon the “target” award and the closing price of the common shares on the date of the grant: $22.35 for the Fiscal 2012 awards; $13.01 for the Fiscal 2011 awards; $11.53 for the Fiscal 2010 awards. The value of the awards shown would have been double the amount listed in this column if the “maximum” award had been used instead of the “target” award, and half of the listed amount if the “threshold” award had been used.

The performance measures associated with the performance share awards are described under the caption “EXECUTIVE COMPENSATION –– Compensation Discussion and Analysis – Compensation Components – Performance Awards – General” beginning on page 34 of this Proxy Statement. The “Grants of Plan-Based Awards for Fiscal 2012” table on page 47 of this Proxy Statement provides information on performance share awards granted in Fiscal 2012.

The amounts for restricted common share awards are computed in accordance with ASC 718 as of the date the restricted common share awards were granted. For the annual time-vested restricted common share awards, these amounts were calculated by multiplying the number of restricted common shares by the closing price of the common shares on the date of the grant, $23.10. For the performance-based restricted common share awards, the grant date fair value of $19.53 per share was determined using the Monte Carlo simulation model. As required by SEC Rules, the amounts shown in this column exclude the impact of estimated forfeitures.

The restricted common share awards are described under captions “EXECUTIVE COMPENSATION –– Compensation Discussion and Analysis – Compensation Components – Annual Restricted Common Share Awards” and “– Special Performance-Based Restricted Common Share Awards” beginning on pages 36 and 37, respectively, of this Proxy Statement. The “Grants of Plan-Based Awards for Fiscal 2012” table on page 47 of this Proxy Statement provides information on the restricted share awards granted in Fiscal 2012.

See “Note A – Summary of Significant Accounting Policies” and “Note I – Stock-Based Compensation” of the Notes to Consolidated Financial Statements in “Item 8. – Financial Statements and Supplementary Data” of the 2012 Form 10-K for assumptions used and additional information regarding the performance share awards and restricted common share awards.

(3)

The amounts shown in this column represent the aggregate grant date fair value of the option awards granted to the NEOs in Fiscal 2012, Fiscal 2011 and Fiscal 2010, as computed in accordance with ASC 718. The amounts shown in this column exclude the impact of estimated forfeitures, as required by SEC Rules. See “Note A – Summary of Significant Accounting Policies – Stock-Based Compensation” and “Note I – Stock-Based Compensation” of the Notes to Consolidated Financial Statements in “Item 8. – Financial Statements and Supplementary Data” of the Company’s 2012 Form 10-K for assumptions used and additional information regarding the options. The “Grants of Plan-Based Awards for Fiscal 2012” table on page 47 of this Proxy Statement provides information on option awards granted in Fiscal 2012.

(4)

This column reflects the cash performance awards earned by the NEOs for the three-fiscal-year performance period ended May 31, 2012 (for Fiscal 2012). No cash performance awards were earned for the three-fiscal-year periods ended May 31, 2011 or May 31, 2010, due largely to the impact of the recession.

(5)

The fixed rate applicable to the Employee Deferral Plans for Fiscal 2012, Fiscal 2011 and Fiscal 2010 exceeded 120% of the corresponding applicable federal long-term rate (the “Applicable Comparative Rate”) by an annual rate equal to 2.30% for Fiscal 2012, 2.66% for Fiscal 2011, and 0.96% for Fiscal 2010. The amounts shown in this column represent the amount by which earnings on accounts of the NEOs in the Employee Deferral Plans invested at the fixed rate exceeded the Applicable Comparative Rate (generally the amount invested under the fixed rate fund multiplied by 2.30% for Fiscal 2012, 2.66% for Fiscal 2011, and 0.96% for Fiscal 2010).

(6)	The following table describes each component of the “All Other Compensation” column for each of Fiscal 2012, Fiscal 2011 and Fiscal 2010.

All Other Compensation Table


Name	Fiscal Year	Company Contributions to DPSP (the Company’s 401(k) Plan) ($)(a)		Company Contributions to 2005 NQ Plan ($)(b)		Group Term Life Insurance Premium Paid ($)(c)		Perquisites ($)(d)
John P. McConnell	2012 2011 2010		12,733 12,248 12,250		61,874 47,722 13,182		927 1,190 1,377		N/A N/A N/A
George P. Stoe	2012 2011 2010		12,905 12,559 12,248		50,101 39,000 12,142		927 1,190 1,377		N/A 17,688 16,423
B. Andrew Rose	2012 2011 2010		12,638 12,827 18,661		37,994 17,557 477		927 1,190 1,377		N/A N/A 83,630
Mark A. Russell	2012 2011 2010		13,305 15,085 9,263		54,563 53,948 7,458		927 1,190 1,377		N/A N/A N/A
Virgil L. Winland	2012		12,567		19,988		927		N/A

(a)

The amounts in this column include Company contributions and matching Company contributions made under the DPSP with respect to the applicable fiscal year to the accounts of the NEOs. The DPSP is described under the caption “Compensation Discussion and Analysis – Compensation Components – Deferred Profit Sharing Plan” beginning on page 39 of this Proxy Statement.

(b)

The amounts in this column include Company contributions and matching Company contributions made under the 2005 NQ Plan with respect to the applicable fiscal year to the accounts of the NEOs. See the “Non-Qualified Deferred Compensation for Fiscal 2012” table on page 53 of this Proxy Statement for more information concerning the contributions made by the Company under the 2005 NQ Plan for Fiscal 2012.

(c)	The amounts in this column represent the dollar value of the group term life insurance premiums paid by the Company on behalf of the NEOs during each of Fiscal 2012, Fiscal 2011 and Fiscal 2010.

(d)

Perquisites generally include dues and similar fees paid by the Company for club memberships used by the NEOs for both business and personal use. Perquisites for Fiscal 2011 and Fiscal 2010 also include the aggregate incremental cost of the personal use of Company aircraft for Mr. Stoe in the amount of $10,002 for Fiscal 2011 and $8,737 for Fiscal 2010. The reported aggregate incremental cost of personal use of Company aircraft is based on the direct costs associated with operating a flight, including fuel, landing fees, pilot and flight attendant fees, on-board catering and trip-related hangar costs and excluding the value of the disallowed corporate income tax deductions associated with the personal use of the aircraft. Due to the fact that Company-owned aircraft is used primarily for business travel, the reported aggregate incremental cost excludes fixed costs which do not change based on usage, including depreciation and monthly management fees. Perquisites for Fiscal 2010 also include relocation fees and expenses for Mr. Rose in the amount of approximately $76,000. The column shows N/A when the aggregate value of the perquisites and other personal benefits received by the NEO for the applicable fiscal year was less than $10,000.

(7)	Effective August 1, 2012, Mr. Stoe retired from his position as President and Chief Operating Officer of the Company. He continues to serve the Company in a non-executive officer capacity as Director of International Business Development and Non-Executive Chairman of Angus-Palm.

(8)	Effective August 1, 2012, Mr. Russell succeeded Mr. Stoe as President and Chief Operating Officer of the Company.

(9)	For Mr. Winland, the table includes information for Fiscal 2012 only, as that is the only year during the applicable three-fiscal-year period that he qualified as a named executive officer.

Grants of Plan-Based Awards

The following table provides information about the equity and non-equity awards granted to the NEOs in Fiscal 2012.

Grants of Plan-Based Awards for Fiscal 2012


Name	Grant Date	Compen-sation Committee Approval Date			Estimated Future Payouts Under Non- Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards (5)						All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Common Shares Underlying Options (6)		Exercise or Base Price of Option Awards($/Sh) (6)		Grant Date Fair Value of Stock and Option Awards ($)
					Threshold ($)		Target ($)		Maximum ($)		Threshold (# of Common Shares)		Target (# of Common Shares)		Maximum (# of Common Shares)
John P. McConnell	06/01/11		06/28/11	(1)		475,000		950,000		1,900,000
	06/01/11		06/28/11									12,500		25,000		50,000
	06/30/11		06/28/11																	80,000		23.10		728,800	(7)
	06/01/11		06/28/11	(2)		430,000		860,000		1,720,000
	06/30/11		06/28/11	(3)														20,000						462,000
George P. Stoe	06/01/11		06/28/11	(1)		400,000		800,000		1,600,000
	06/01/11		06/28/11									7,500		15,000		30,000
	06/30/11		06/28/11																	72,000		23.10		655,920	(7)
	06/01/11		06/28/11	(2)		332,500		665,000		1,330,000
	06/30/11		06/28/11
B. Andrew Rose	06/01/11		06/28/11	(1)		175,000		350,000		700,000
	06/01/11		06/28/11									3,500		7,000		14,000
	06/30/11		06/28/11																	30,000		23.10		273,300	(7)
	06/01/11		06/28/11	(2)		220,000		440,000		880,000
	06/30/11		06/28/11	(3)														7,000						161,700
				(4)														185,000						3,613,050
Mark A. Russell	06/01/11		06/28/11	(1)		175,000		350,000		700,000
	06/01/11		06/28/11									3,500		7,000		14,000
	06/30/11		06/28/11																	30,000		23.10		273,300	(7)
	06/01/11		06/28/11	(2)		262,500		525,000		1,050,000
	06/30/11		06/28/11	(3)														7,000						161,700
				(4)														185,000						3,613,050
Virgil L. Winland	06/01/11		06/28/11	(1)		115,000		230,000		460,000
	06/01/11		06/28/11									1,750		3,500		7,000
	06/30/11		06/28/11																	16,000		23.10		145,760	(7)
	06/01/11		06/28/11	(2)		170,000		340,000		680,000
	06/30/11		06/28/11	(3)														3,500						80,850

(1)

These rows show the potential payouts under cash performance awards granted to the NEOs under the 1997 LTIP for the three-fiscal-year performance period from June 1, 2011 to May 31, 2014. Payouts of long-term cash performance awards for corporate executives are tied to achieving specified levels (threshold, target and maximum) of cumulative corporate economic value added for the three-fiscal-year period and earnings per share growth over the performance period, with each performance measure carrying a 50% weighting. For Mr. Russell, as a Steel Processing business unit executive, cumulative corporate economic value added and earnings per share growth measures together carry a 50% weighting, and business unit operating income targets are weighted 50%. In all calculations, restructuring charges and non-recurring items are generally excluded, and earnings per share and the operating income results of the Steel Processing business are adjusted to eliminate the impact of FIFO gains or losses. No cash is paid if none of the three-fiscal-year threshold financial measures is met. If the performance levels fall between threshold and target or between target and maximum, the award is prorated. For further information on the terms of the long-term cash performance awards, see the discussion under the captions “Compensation Discussion and Analysis – Compensation Components – Performance Awards – General” and “– Long-Term Cash Performance Awards” beginning on pages 34 and 36, respectively, of this Proxy Statement. For

information on the effect of a change in control, see the discussion under the caption “Compensation Discussion and Analysis – Change in Control” beginning on page 40 of this Proxy Statement.

(2)

These rows show the potential payouts which could have been earned under short-term cash incentive bonus awards based on achievement of specified levels of performance for the twelve months ended May 31, 2012. Payouts of these awards for corporate executives were generally tied to achieving specified levels (threshold, target and maximum) of corporate economic value added and earnings per share for the twelve-month performance period, with each performance measure carrying a 50% weighting. For Mr. Russell, a Steel Processing business unit executive, the corporate earnings per share measure carried a 20% weighting, business unit operating income carried a 30% weighting and business unit economic value added carried a 50% weighting. In all calculations, restructuring charges and non-recurring items are generally excluded, and earnings per share and Steel Processing operating income results are adjusted to eliminate the impact of FIFO gains or losses. If the performance level fell between threshold and target or between target and maximum, the award was to be prorated. If threshold levels were not achieved for any performance measure, no payout was to be made. For Fiscal 2012, the NEOs earned the amounts shown in the “2012” rows of the “Short-Term Incentive Bonus Award” column of the “Fiscal 2012 Summary Compensation Table” on page 44 of this Proxy Statement. Please also see the discussion under the caption “Compensation Discussion and Analysis – Cash Compensation Paid in Fiscal 2012” for more information about these awards.

(3)

These rows show the number of time-vested restricted common shares awarded effective June 30, 2011 under the 1997 LTIP. These restricted common shares will be held in escrow by the Company and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed. The restrictions on the restricted common shares will lapse and the restricted common shares will become fully vested on the third anniversary of the date of grant, subject to the terms of each restricted common share award. Each holder may exercise any voting rights associated with the restricted common shares during the restriction period. In addition, any dividends or distributions paid with respect to the underlying common shares will be held by the Company in escrow during the restriction period and, at the end of the restriction period, will be distributed or forfeited in the same manner as the restricted common shares with respect to which they were paid. These restricted common shares are generally forfeited in the event of termination of a participant’s employment before the shares vest, except that (i) such shares will fully vest if the Participant dies or becomes disabled, and (ii) the Compensation Committee in its discretion, may elect to vest all or a portion of the shares upon retirement. For information on the effect of a change in control, see the discussion under the caption “Compensation Discussion and Analysis – Change in Control” beginning on page 40 of this Proxy Statement.

The grant date fair value for these time-vested restricted common share awards was computed in accordance with ASC 718 as of the date granted. These amounts were calculated by multiplying the number of restricted shares by the closing share price on the date of grant, $23.10. See “Note A – Summary of Significant Accounting Policies” and “Note I – Stock-Based Compensation” of the Notes to Consolidated Financial Statements in “Item 8. – Financial Statements and Supplementary Data” of the 2012 Form 10-K for assumptions used and additional information regarding these restricted common share awards.

(4)

These rows show the 185,000 special performance-based restricted common shares awarded effective June 30, 2011 to each of Messrs. Rose and Russell under the 1997 LTIP. The term of these restricted common shares is five years and the restricted common shares will vest if and when the closing price of the Company’s common shares is at or above $30.00 per share for 30 consecutive days during the term. These awards were modified effective as of September 14, 2011 to add a three-year (33% per year) time-based vesting requirement (in addition to the $30 per share price performance-based vesting requirement) and changed the holding period for the restricted common shares to the later of (i) five years after the June 30, 2011 grant date, or (ii) two years after vesting. The restricted common shares will be forfeited five years from the effective date of the award (i.e., June 30, 2016), if the performance-based vesting condition is not met by that date. Each holder may exercise any voting rights associated with the restricted common shares

during the restriction period. In addition, any dividends or distributions paid with respect to the common shares will be held by the Company in escrow during the restriction period and, at the end of the restriction period, will be distributed or forfeited in the same manner as the restricted common shares with respect to which they were paid. Any unvested restricted shares are generally forfeited if the participant terminates employment but (i) the Compensation Committee may cause all or a portion of the restricted common shares to vest as of the date of termination due to death or disability; and (ii) the Compensation Committee shall cause all of the restricted common shares to vest as of the date of termination due to death or disability, if the performance condition has been met, but not the time-based vesting condition. For information on the effect of a change in control, see the discussion under the caption “Compensation Discussion and Analysis – Change in Control” beginning on page 40 of this Proxy Statement.

The grant date fair value used for these special performance-based restricted common share awards was $19.53 per share, computed in accordance with ASC 718 as of the date granted using the Monte Carlo simulation model. See “Note A – Summary of Significant Accounting Policies” and “Note I – Stock-Based Compensation” of the Notes to Consolidated Financial Statements in “Item 8. – Financial Statements and Supplementary Data” of the 2012 Form 10-K for assumptions used and additional information regarding these restricted common share awards.

(5)

These columns show the potential payouts under performance share awards granted to the NEOs under the 1997 LTIP for the three-fiscal-year performance period from June 1, 2011 to May 31, 2014. Payouts of performance share awards for corporate executives are tied to achieving specified levels (threshold, target and maximum) of cumulative corporate economic value added for the three-fiscal-year period and EPS growth over the performance period, with each performance measure carrying a 50% weighting. For Mr. Russell, as a business unit executive, cumulative corporate EVA and EPS growth measures together carry a 50% weighting, and business unit operating income targets are weighted 50%. In all calculations, restructuring charges and non-recurring items are generally excluded, and EPS and Steel Processing operating income results are adjusted to eliminate the impact of FIFO gains or losses. No common shares are awarded if none of the three-fiscal-year financial threshold measures are met. If the performance level falls between threshold and target or between target and maximum, the award is prorated. For further information on the terms of the performance share awards, including those applicable to a change in control, see the discussion under the captions “Compensation Discussion and Analysis – Change in Control” beginning on page 40 of this Proxy Statement and “Compensation Discussion and Analysis – Compensation Components – Performance Awards – General” and “– Performance Share Awards” beginning on page 34 and page 35, respectively, of this Proxy Statement.

(6)

These options were granted as of June 30, 2011 under the 2010 Stock Option Plan with exercise prices equal to the fair market value of the underlying common shares on the date of grant. The options become exercisable in increments of 33% per year on each of the first through third anniversaries of their grant date. For further information on the terms of the options, see the discussion under the caption “Compensation Discussion and Analysis – Compensation Components – Options” beginning on page 33 of this Proxy Statement. For information on the effect of a change in control, see the discussion under the caption “Compensation Discussion and Analysis – Change in Control” beginning on page 40 of this Proxy Statement.

(7)

These amounts show the grant date fair value computed in accordance with ASC 718 of the option awards granted to the NEOs in Fiscal 2012. Generally, the grant date fair value of the options is the aggregate amount the Company would include as a compensation expense in its consolidated financial statements over each award’s three-year vesting schedule. The fair value of each option on the grant date was $9.11. See “Note A – Summary of Significant Accounting Policies – Stock-Based Compensation” and “Note I – Stock-Based Compensation” of the Notes to Consolidated Financial Statements in “Item 8. – Financial Statements and Supplementary Data” of the 2012 Form 10-K for the method (Black-Scholes) used in calculating the fair value of the option awards and additional information regarding the awards.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the outstanding option awards, restricted common share awards and performance share awards held by the NEOs as of May 31, 2012. For additional information about these equity awards, see the discussion under the captions “Compensation Discussion and Analysis – Compensation Components – Long-Term Incentive Compensation,” “– Options,” “– Performance Awards – General” and “– Performance Share Awards” beginning on page 32, page 33, page 34, and page 35, respectively, of this Proxy Statement.

Outstanding Equity Awards at Fiscal Year-End for Fiscal 2012


	Option Awards (1)													Stock Awards
Name	No. of Common Shares Underlying Unexercised Options (#) Exercisable		No. of Common Shares Underlying Unexercised Options (#) Unexercisable			Option Exercise Price		Option Expiration Date		No. of Shares or Units of Stock that Have Not Vested(2)		Market Value of Shares or Units of Stock That Have Not Vested(3)		Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4)		Equity Incentive Plan Awards: Performance Period Ending Date
John P. McConnell		200,000 100,000 175,000 200,000 130,000 80,000 60,000 60,000 27,000 0		0 0 0 0 0 20,000 40,000 90,000 108,000 80,000	(5) (6) (8) (9) (10)	$ $ $ $ $ $ $ $ $ $	15.15 15.26 19.20 17.01 18.17 22.73 20.21 13.25 12.05 23.10		06/02/12 06/01/13 05/31/14 05/31/15 05/31/16 07/01/17 06/30/18 07/15/19 07/01/20 06/29/21
											20,000		324,800
															24,750		401,940		05/31/13
															12,500		203,000		05/31/14
George P. Stoe		40,000 40,000 40,000 45,000 36,000 36,000 32,000 14,400 0		0 0 0 0 9,000 24,000 48,000 57,600 72,000	(5) (6) (8) (9) (10)	$ $ $ $ $ $ $ $ $	15.26 19.20 17.01 18.17 22.73 20.21 13.25 12.05 23.10		06/01/13 05/31/14 05/31/15 05/31/16 07/01/17 06/30/18 07/15/19 07/01/20 06/29/21
											0		0
															11,250		182,700		05/31/13
															7,500		121,800		05/31/14
B. Andrew Rose		9,000 16,000 8,000 0		6,000 24,000 32,000 30,000	(7) (8) (9) (10)	$ $ $ $	11.81 13.25 12.05 23.10		11/30/18 07/15/19 07/01/20 06/29/21
											7,000		113,680
					(11)						185,000		3,004,400
															6,000		97,440		05/31/13
															3,500		56,840		05/31/14
Mark A. Russell		100,000 24,000 18,000 16,000 7,200 0		0 6,000 12,000 24,000 28,800 30,000	(5) (6) (8) (9) (10)	$ $ $ $ $ $	18.41 22.73 20.21 13.25 12.05 23.10		02/11/17 07/01/17 06/30/18 07/15/19 07/01/20 06/29/21
											7,000		113,680
					(11)						185,000		3,004,400
															5,000		81,200		05/31/13
															3,500		56,840		05/31/14
Virgil L. Winland		20,000 20,000 20,000 20,000 15,000 12,000 9,000 10,000 4,600 0		0 0 0 0 0 3,000 6,000 15,000 18,400 16,000	(5) (6) (8) (9) (10)	$ $ $ $ $ $ $ $ $ $	15.15 15.26 19.20 17.01 18.17 22.73 20.21 13.25 12.05 23.10		06/02/12 06/01/13 05/31/14 05/31/15 05/31/16 07/01/17 06/30/18 07/15/19 07/01/20 06/29/21
											3,500		56,840
															3,000		48,720		05/31/13
															1,750		28,420		05/31/14

(1)

All options outstanding as of May 31, 2012 were granted under the 1997 LTIP, the 2003 Stock Option Plan, or the 2010 Stock Option Plan with exercise prices equal to the fair market value of the underlying common shares on the date of grant. All options granted prior to June 30, 2011 become exercisable in increments of 20% per year on each anniversary of their grant date for the first five years. All options granted June 30, 2011 or after become exercisable in increments of 33% per year on each anniversary of their grant date for the first three years. In the event of a change in control of the Company (as defined in each of the plans), unless the Board or the Compensation Committee explicitly provides otherwise, all options outstanding immediately before the date of such a change in control will become fully vested and exercisable. In the event an optionee’s employment terminates as a result of retirement, death or total disability, any options outstanding and exercisable on that date will remain exercisable by the optionee or, in the event of death, by his beneficiary, until the earlier of the fixed expiration date, as stated in the option award agreement, or either 12 or 36 months, depending on the option, after the last day of employment due to retirement, death or disability. Should actual or constructive termination occur for any reason other than retirement, death or disability, the unexercised options will be forfeited.

(2)	See footnotes 3 and 4 to the “Grants of Plan-Based Awards for Fiscal 2012” table for detailed information on these restricted common share awards.

(3)	Market value shown in this column is calculated by multiplying the number of restricted common shares by the closing price of the Company’s shares ($16.24) on May 31, 2012, without any discount for restrictions.

(4)

The amounts shown in this column assume that the performance share awards granted for each of the three-fiscal-year periods ending May 31, 2013 and May 31, 2014 will be earned at the threshold amount based upon achieving the specified performance levels and multiplying such amount by the closing price of the Company’s common shares ($16.24) on May 31, 2012. See the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns of the “Grants of Plan-Based Awards for Fiscal 2012” table on page 47 of this Proxy Statement for the threshold, target and maximum performance share amounts that may be received for the performance period ending May 31, 2014.

(5)	Unexercisable options vested on July 1, 2012.

(6)	Unexercisable options vested 50% on June 30, 2012 and will vest 50% on June 30, 2013.

(7)	Unexercisable options will vest 33% on November 30, 2012, and 33% on November 30, 2013.

(8)	Unexercisable options vested 33% on July 15, 2012, and will vest 33% on July 15, 2013, and 33% on July 15, 2014.

(9)	Unexercisable options vested 20% on July 1, 2012, and will vest 20% on July 1, 2013, and will vest 20% on July 1, 2014 and will vest 20% on July 1, 2015.

(10)	Unexercisable options vested 33% on June 29, 2012, and will vest 33% on June 29, 2013, and 33% on June 29, 2014.

(11)

The amounts shown in this column assume that the term of these performance-based restricted common share awards is five years and the restricted common shares will vest if and when the closing price of the Company’s common shares is at or above $30.00 per share for 30 consecutive days during the term. These awards were modified effective as of September 14, 2011 to add a three-year (33% per year) time-based vesting requirement (in addition to the $30.00 per share price performance-based vesting requirement) and changed the holding period for the restricted common shares following vesting to the later of (i) five years after the June 30, 2011 date of grant or (ii) two years after vesting. The restricted common shares will be forfeited five years from the effective date of the award (i.e., June 30, 2016) if the performance-based vesting condition is not met by that date.

Option Exercises and Stock Vested

The following table sets forth information about non-qualified options exercised by NEOs in Fiscal 2012 and about common share awards to NEOs which vested in Fiscal 2012.

Option Exercises and Stock Vested for Fiscal 2012


	Option Awards				Stock Awards
Name	Number of Common Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)(1)
John P. McConnell						33,523		577,937
George P. Stoe						15,238		262,703
B. Andrew Rose						7,314		126,093
Mark A. Russell						9,040		155,850
Virgil L. Winland		20,000		159,232		4,114		70,925

(1)

The number of common shares acquired on vesting relate to the performance share awards granted on June 1, 2009 and represent the common shares earned with respect to the three-fiscal-year period ended May 31, 2012. The common shares were paid following the Compensation Committee’s determination (on June 26, 2012) of the level of performance achieved as discussed above in “Compensation Discussion and Analysis – Compensation Components – Performance Awards – General” and “– Performance Share Awards” beginning on pages 34 and 35, respectively, of this Proxy Statement. The value realized on vesting represents the number of common shares earned multiplied by the closing market price of the common shares on June 26, 2012 ($17.24 per share), and is rounded to the nearest whole dollar. The number of common shares actually received by the following NEOs was reduced in each case by the withholding of common shares to pay the income taxes associated with the value realized upon vesting, with the net number of common shares acquired by each of these NEOs as follows: Mr. McConnell—21,806; Mr. Stoe—10,064; Mr. Rose—4,830; and Mr. Winland—2,717.

Non-Qualified Deferred Compensation

As discussed above in “Compensation Discussion and Analysis – Compensation Components – Non-Qualified Deferred Compensation” beginning on page 39 of this Proxy Statement, the Company maintains two Employee Deferral Plans which provide for the deferral of compensation on a basis that is not tax-qualified – the 2000 NQ Plan and the 2005 NQ Plan. Contributions and deferrals for the period from March 1, 2000 to January 1, 2005 are maintained under the 2000 NQ Plan. Contributions and deferrals for periods on or after January 1, 2005 are maintained under the 2005 NQ Plan, which was adopted to replace the 2000 NQ Plan in order to comply with the provisions of Section 409A of the Internal Revenue Code. The terms of the 2005 NQ Plan, which are discussed below, are similar to those of the 2000 NQ Plan but are more restrictive with respect to the timing of deferral elections and the ability of participants to change the time and manner in which accounts will be paid. The Employee Deferral Plans are intended to supplement the 401(k) plans sponsored by the Company.

Only select highly-compensated employees of the Company, including the NEOs, are eligible to participate in the Employee Deferral Plans. As of August 6, 2012, approximately 106 employees of the Company were eligible to participate in the 2005 NQ Plan and 28 employees of the Company had accounts in the 2000 NQ Plan.

Under the 2005 NQ Plan, participants may defer the payment of up to 50% of their base salary and up to 100% of their bonus and/or short-term cash incentive bonus awards. Deferred amounts are credited to the participants’ accounts under the 2005 NQ Plan at the time the base salary and/or bonus compensation would have otherwise been paid. In addition, the Company may make discretionary employer contributions to participants’ accounts in the 2005 NQ Plan. For the 2011 and 2012 calendar years, in order to provide the same percentage of retirement-related deferred compensation contributions to participants compared to other employees that would have been made but for the IRS limits on annual compensation that may be considered under tax-qualified plans, the Company made contributions to participants’ accounts under the 2005 NQ Plan equal to (i) 3% of a participant’s annual compensation (base salary plus bonus) in excess of the IRS maximum and (ii) a matching contribution of 50% of the first 4% of annual compensation contributed by the participant to a Company retirement plan to the extent not matched by the Company under the DPSP.

Participants in the 2005 NQ Plan may elect to have their accounts invested at a rate reflecting (a) the increase or decrease in the fair market value per share of the Company’s common shares with dividends reinvested, (b) a fixed rate which is set annually by the Compensation Committee (2.30% for Fiscal 2012), or (c) returns on any funds available for investment under the DPSP.

Employee accounts are fully vested under the 2005 NQ Plan. Payouts under the 2005 NQ Plan are made in cash, as of a specified date selected by the participant or, subject to the timing requirements of Section 409A of the Internal Revenue Code, when the participant is no longer employed by the Company, either in a lump sum or in installment payments, all as chosen by the participant at the time the deferral election is made. The Compensation Committee may permit hardship withdrawals from a participant’s account under the 2005 NQ Plan in accordance with defined guidelines. In the event of a defined change in control, the participants’ accounts under the 2005 NQ Plan will generally be paid out as of the date of the change in control.

The following table provides information concerning the participation by the NEOs in the Employee Deferral Plans for Fiscal 2012.

Non-Qualified Deferred Compensation for Fiscal 2012


Name	Name of Plan		Executive Contributions in Fiscal 2012($) (1)		Company Contributions in Fiscal 2012($)(2)		Aggregate Earnings in Fiscal 2012($) (3)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at May 31, 2012($)(4)
John P. McConnell		2000 NQ Plan 2005 NQ Plan		0 0		0 61,874		6,989 4,486			0 0		307,434 249,426
George P. Stoe		2000 NQ Plan 2005 NQ Plan		0 0		0 50,101		(2,797 (194,839	) )		0 0		27,044 1,926,891
B. Andrew Rose		2000 NQ Plan 2005 NQ Plan		0 92,232		0 37,994		0 (8,959	)		0 0		0 139,381
Mark A. Russell		2000 NQ Plan 2005 NQ Plan		0 938,684		0 54,563		0 (709,939	)		0 0		0 2,185,779
Virgil L. Winland		2000 NQ Plan 2005 NQ Plan		0 0		0 19,988		2,525 2,298			0 0		111,073 117,927

(1)

The amounts in this column reflect contributions to the 2005 NQ Plan during Fiscal 2012 as a result of deferrals of base salary and/or short-term cash incentive bonus awards which would otherwise have been paid to the NEO. These amounts are also included in the “Salary” or “Short-Term Incentive Bonus Award” columns, respectively, for Fiscal 2012 in the “Fiscal 2012 Summary Compensation Table” on page 44 of this Proxy Statement.

(2)	These contributions are also included in the “All Other Compensation” column in the “Fiscal 2012 Summary Compensation Table” on page 44 of this Proxy Statement.

(3)

Amounts listed for Fiscal 2012 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the “Fiscal 2012 Summary Compensation Table” on page 44 of this Proxy Statement include $230 for Mr. McConnell; $215 for Mr. Stoe; $4 for Mr. Rose; and $96 for Mr. Winland. Each of these amounts reflect the amount by which earnings in Fiscal 2012 on each individual’s accounts in the Employee Deferral Plans invested at the fixed rate exceeded the Applicable Comparable Rate.

(4)

The amounts included in the “Aggregate Balance at May 31, 2012” column represent contributions by the Company or the NEO and credited to the NEOs’ accounts under the 2000 NQ Plan or the 2005 NQ Plan, and earnings on those accounts. Of these amounts, contributions by the Company or the NEO have been included in prior Summary Compensation Tables, or would have been included in prior Summary Compensation Tables had the current disclosure rules been in effect at the time of such contributions and the NEO been an NEO at that time. The total amount of these Company and NEO contributions to the Employee Deferral Plans which are included in this column are as follows: (a) Mr. McConnell — $556,860; (b) Mr. Stoe — $1,953,935; (c) Mr. Rose — $139,381; (d) Mr. Russell — $2,185,779; and (e) Mr. Winland — $229,000.

Annual Cash Incentive Bonus Awards Granted For Fiscal 2013

The following supplemental table sets forth the annual cash incentive bonus awards granted to the NEOs under the Annual Incentive Plan for Executives in Fiscal 2013 as of the date of this Proxy Statement.

Annual Cash Incentive Bonus Awards Granted for Fiscal 2013


Name	Annual Cash Incentive Bonus Awards for Twelve- Month Performance Period Ending May 31, 2013(1)
	Threshold ($)		Target ($)		Maximum ($)
John P. McConnell		430,000		860,000		1,720,000
George P. Stoe (2)		50,000		100,000		200,000
B. Andrew Rose		237,500		475,000		950,000
Mark A. Russell (2)		300,000		600,000		1,200,000
Virgil L. Winland		175,500		351,000		702,000

(1)

Payouts of these annual cash incentive bonus awards for corporate executives are generally tied to achieving specified levels (threshold, target and maximum) of corporate economic value added and earnings per share (in each case excluding restructuring charges and non-recurring items) for the twelve-month performance period with each performance measure carrying a 50% weighting. Earnings per share and operating income results are adjusted to eliminate the impact of FIFO gains or losses, and restructuring charges and non-recurring items are generally excluded in all calculations. If the performance level falls between threshold and target or between target and maximum, the award is prorated. If threshold levels are not reached for any performance measure, no annual cash incentive bonus will be paid. Annual cash incentive bonus award payouts will be made within a reasonable time following the end of the performance period. In the event of a change in control of the Company (followed by actual or constructive termination of the participant’s employment during the performance period), the annual cash incentive bonus awards would be considered to be earned at target, payable in full, and immediately settled or distributed.

(2)

Effective August 1, 2012, Mr. Stoe retired as the President and Chief Operating Officer of the Company and became the Company’s Director of International Business Development and Non-Executive Chairman of Angus-Palm. Mr. Russell was appointed to replace Mr. Stoe as President and Chief Operating Officer of the Company.

Long-Term Performance Awards, Option Awards and Restricted Common Share Awards Granted in Fiscal 2013

The following supplemental table sets forth the long-term performance awards (consisting of cash performance awards and performance share awards) for the three-fiscal-year period ending May 31, 2015, the option awards and the restricted common share awards granted to the NEOs in Fiscal 2013 through the date of this Proxy Statement.

Long-Term Performance Awards, Option Awards and

Restricted Common Share Awards Granted in Fiscal 2013


Name	Cash Performance Awards for Three-Fiscal- Year Period Ending May 31, 2015 (1)						Performance Share Awards for Three-Fiscal- Year Period Ending May 31, 2015 (1)						Option Awards: Number of Common Shares Underlying Options (2)			Exercise or Base Price of Option Awards ($/Sh) (2)		Restricted Common Share Awards
Name	Threshold ($)		Target ($)		Maximum ($)		Threshold (# of Common Shares)		Target (# of Common Shares)		Maximum (# of Common Shares)					Exercise or Base Price of Option Awards ($/Sh) (2)		Restricted Common Share Awards
John P.		500,000		1,000,000		2,000,000		15,000		30,000		60,000		80,000			20.47		20,000	(3)
John P.								15,000		30,000		60,000
McConnell

George P.		0		0		0		0		0		0		30,000	(4)		20.47		5,000	(5)
George P.								0		0		0
Stoe

B. Andrew		300,000		600,000		1,200,000		6,000		12,000		24,000		50,000			20.47		10,000	(3)
B. Andrew								6,000		12,000		24,000
Rose

Mark A.		300,000		600,000		1,200,000		6,000		12,000		24,000		50,000			20.47		10,000	(3)
Mark A.								6,000		12,000		24,000
Russell

Virgil L.		115,000		230,000		460,000		1,750		3,500		7,000		16,000			20.47		3,500	(3)
Virgil L.								1,750		3,500		7,000
Winland

(1)

These columns show the potential payouts under the cash performance awards and the performance share awards granted to the NEOs under the 1997 LTIP for the three-fiscal-year performance period from June 1, 2012 to May 31, 2015. Payouts of cash performance awards and performance share awards for corporate executives are tied to achieving specified levels (threshold, target and maximum) of cumulative corporate economic value added for the three-fiscal-year period and earnings per share growth over the performance period, with each performance measure carrying a 50% weighting. In all calculations, restructuring charges and non-recurring items are generally excluded, and earnings per share and operating income results are adjusted to eliminate the impact of FIFO gains or losses. No awards are paid or distributed if none of the three-fiscal-year threshold financial measures are met. If the performance levels fall between threshold and target or between target and maximum, the award is prorated. For further information on the terms of the cash performance awards and the performance share awards, see the discussion under the captions “Compensation Discussion and Analysis – Compensation Components – Performance Awards – General,” “– Performance Share Awards” and “– Long-Term Cash Performance Awards” beginning on pages 34, 35, and 36, respectively, of this Proxy Statement. For information on the effect of a change in control, see the discussion under the caption “Compensation Discussion and Analysis – Change in Control” beginning on page 40 of this Proxy Statement.

(2)

Effective as of June 29, 2012, Messrs. McConnell, Rose, Russell and Winland were granted under the 2010 Stock Option Plan non-qualified stock options with respect to the number of common shares shown, with an exercise price equal to $20.47, the fair market value of the underlying common shares on the date of grant. The options become exercisable over three years in increments of 33% per year on each anniversary of their grant date. For further information on the terms of the options, see the discussion under the caption “Compensation Discussion and Analysis – Compensation Components – Options” beginning on page 33 of this Proxy Statement. For information on the effect of a change in control, see the discussion under the caption “Compensation Discussion and Analysis — Change in Control” beginning on page 40 of this Proxy Statement.

(3)

These restricted common share awards were granted effective June 29, 2012 under the 1997 LTIP. The restricted common shares will be held in escrow by the Company and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed. The

restrictions on the restricted common shares will lapse and the restricted common shares will become fully vested on the third anniversary of the date of grant, subject to the terms of each restricted common share award. Each holder may exercise any voting rights associated with the restricted common shares during the restriction period. In addition, any dividends or distributions paid with respect to the common shares underlying the restricted common shares will be held by the Company in escrow during the restriction period and, at the end of the restriction period, will be distributed or forfeited in the same manner as the restricted common shares with respect to which they were paid.

(4)

Effective as of June 29, 2012, Mr. Stoe was granted under the 2010 Stock Option Plan a non-qualified stock option with respect to 30,000 common shares with an exercise price equal to $20.47, the fair market value of the underlying common shares on the date of grant. The option becomes exercisable on the first anniversary of the grant date. For further information on the terms of the option, see the discussion under the caption “Compensation Discussion and Analysis – Compensation Components – Options” beginning on page 33 of this Proxy Statement. For information on the effect of a change in control, see the discussion under the caption “Compensation Discussion and Analysis — Change in Control” beginning on page 40 of this Proxy Statement.

(5)

This restricted common share award was granted effective June 29, 2012 under the 1997 LTIP. The restricted common shares will be held in escrow by the Company and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed. The restrictions on the restricted common shares will lapse and the restricted common shares will become fully vested on the first anniversary of the date of grant, subject to the terms of the restricted common share award. Mr. Stoe may exercise any voting rights associated with the restricted common shares during the restriction period. In addition, any dividends or distributions paid with respect to the common shares underlying the restricted common shares will be held by the Company in escrow during the restriction period and, at the end of the restriction period, will be distributed or forfeited in the same manner as the restricted common shares with respect to which they were paid.

COMPENSATION OF DIRECTORS

The Compensation Committee annually reviews, with the assistance of Towers Watson, certain market information provided by Towers Watson concerning compensation (both cash and non-cash) paid to directors. Based upon such information, the Company’s past practices concerning directors’ compensation and such other information as the Compensation Committee deems appropriate, the Compensation Committee makes recommendations to the Board with respect to directors’ compensation. Following consideration of such recommendations, the compensation payable to the directors is set by the entire Board.

Information provided by Towers Watson for Fiscal 2011 indicated that director compensation (both the cash portion and the equity portion) continued to be below the market median level of the Company’s comparator group. For Fiscal 2011, upon the recommendation of the Compensation Committee, the Board increased the number of common shares covered by options and restricted common share awards in the equity portion of director compensation but elected to leave the cash portion unchanged. For Fiscal 2012, upon the recommendation of the Compensation Committee, the Board increased the cash portion of director compensation and decreased the number of common shares covered by options and restricted common share awards. In June 2012, the Board elected to make no change in the cash director’s fees or the number of common share covered by options or restricted common share awards for Fiscal 2013.

Cash Compensation

The following table sets forth the cash compensation paid to the Company’s non-employee directors for Fiscal 2012 and to be paid for Fiscal 2013. Directors who are employees of the Company receive no additional compensation for serving as members of the Board or as members of Board committees. All directors are reimbursed for out-of-pocket expenses incurred in connection with serving as directors, including travel expenses.


Annual Retainer	$	55,000
Lead Independent Director Supplemental Annual Retainer	$	25,000
Attendance at a Board Meeting (including telephonic meetings)	$	1,500
Audit Committee Chair Supplemental Annual Retainer	$	15,000
Compensation Committee Chair Supplemental Annual Retainer	$	10,000
Committee Chair (other than Audit or Compensation) Supplemental Annual Retainer	$	7,500
Attendance at a Board Committee Meeting (including telephonic meetings)	$	1,500

Director Deferral Plans

The Company maintains two Director Deferral Plans which provide for deferral of directors’ fees on a basis that is not tax-qualified. The Worthington Industries, Inc. Deferred Compensation Plan for Directors, as Amended and Restated effective June 1, 2000 (the “Directors 2000 NQ Plan”) governs deferrals prior to January 1, 2005. Deferrals with respect to the period on or after January 1, 2005 are governed by the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Restatement effective as of December 2008) (the “Directors 2005 NQ Plan”) which was adopted in order to comply with the provisions of Section 409A of the Internal Revenue Code applicable to non-qualified deferred compensation plans. The terms of the Directors 2005 NQ Plan, which are discussed below are similar to those of the Directors 2000 NQ Plan, but are generally more restrictive with respect to the timing of deferral elections and the ability of participants to change the time and manner in which accounts will be paid.

Under the Directors 2005 NQ Plan, non-employee directors are able to defer payment of all or a portion of their directors’ fees until a specified date or until they are no longer associated with the Company. Any fees deferred are credited to the director’s account at the time the fees would have otherwise been paid. Participants in the Director 2005 NQ Plan may elect to have their accounts invested at a rate reflecting (a) the increase or decrease in the fair market value per share of the Company’s common shares with dividends reinvested, (b) a fixed rate (2.30% for Fiscal 2012) which is set annually by the Compensation Committee, or (c) rates of return on any of the funds available for investment under the DPSP. The Directors 2005 NQ Plan, as well as the Directors 2000 NQ Plan, are administered by the Compensation Committee. All accounts are fully vested. The Compensation Committee may permit hardship withdrawals from a participant’s account under the Directors 2005 NQ Plan under defined guidelines. In the event of a defined change in control, participants’ accounts under the Directors 2005 NQ Plan will be accelerated and paid out as of the date of change in control.

Equity Grants

Under the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors (the “2006 Directors Equity Plan”), the Board may grant non-qualified stock options, restricted common shares, restricted stock units, stock appreciation rights and whole common shares to non-employee directors of the Company. Awards under the 2006 Directors Equity Plan are made by the Board in its discretion.

On September 29, 2011, each individual then serving as a non-employee director (other than Mr. Blystone) was granted: (a) an option to purchase 8,000 common shares, with an exercise price equal to the fair market value of the common shares on the grant date ($14.43); and (b) an award of 2,400 restricted common shares. As Lead Independent Director, Mr. Blystone was granted on September 29, 2011: (a) an option to purchase 12,000 common shares, with an exercise price equal to the fair market value of the common shares on the grant date ($14.43); and (b) an award of 3,600 restricted common shares. Each option granted to the non-employee directors has a ten-year term and will become vested and fully exercisable on September 27, 2012. The restricted common shares will also vest on September 27, 2012.

The Board has provided that each individual serving as a non-employee director (including each director nominee elected at the Annual Meeting) will be granted immediately following the Annual Meeting: (a) an option to purchase 8,000 common shares (12,000 for Mr. Blystone to reflect his position as Lead Independent Director), with an exercise price equal to the fair market value of the common shares on the grant date, and (b) an award of

2,400 restricted common shares (3,600 for Mr. Blystone to reflect his position as Lead Independent Director). Each option granted to the non-employee directors immediately following the Annual Meeting will become vested and fully exercisable on the first to occur of one year from the date of Annual Meeting or the date of the Annual Meeting following the option grant to the non-employee director. Similarly, each restricted common share granted to the non-employee directors immediately following the Annual Meeting will vest on the first to occur of one year from the date of such Annual Meeting or the date of the Annual Meeting following the award.

Upon a business combination or change in control (as defined in the 2006 Directors Equity Plan), each option will become vested and fully exercisable. Vesting of an option also accelerates upon death, upon total disability or upon retirement after a non-employee director attains age 65 or has served at least nine years as a member of the Board. If a non-employee director becomes totally disabled or dies while serving on the Board, he or she (or, in the event of death, his or her beneficiary) has three years from the date of the occurrence to exercise any previously unexercised options, subject to the stated term of the options. In the event a non-employee director retires after he or she has attained age 65 or has served at least nine years as a member of the Board, the non-employee director may exercise any previously unexercised options for a period of three years after the date of retirement, subject to the stated term of the options. If a non-employee director ceases to be a member of the Board for cause (as defined in the 2006 Directors Equity Plan), all options terminate immediately. If a non-employee director ceases to be a member of the Board for any reason other than those listed above, the non-employee director’s previously unexercised vested options may be exercised for a period of one year following the date of actual termination of service, subject to the stated term of the options, and any unvested options will be forfeited as of the date of termination of service.

Upon a business combination or change in control, all restricted common shares will become fully vested. In the case of death, total disability or retirement, all restricted common shares will also immediately become fully vested. If a non-employee director’s service on the Board terminates for any other reason, unvested restricted common shares will be forfeited. During the time between the grant date and the vesting date, a non-employee director may exercise full voting rights in respect of the restricted common shares and will be credited with any dividends paid on the restricted common shares (which dividends will be distributed with the restricted common shares if they vest, or forfeited if the restricted common shares are forfeited).

Director Compensation for Fiscal 2012

The following table sets forth information concerning the compensation earned by the Company’s non-employee directors during Fiscal 2012:

Director Compensation for Fiscal 2012(1)


Name	Fees Earned or Paid in Cash ($)(2)		Stock Awards ($)(3)		Option Awards ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)		Total ($)
Kerrii B. Anderson		76,000		34,632		45,920		3		156,555
John B. Blystone (6)		102,000		51,948		68,880		-0-		222,828
Mark C. Davis		68,500		34,632		45,920		-0-		149,052
Michael J. Endres		73,000		34,632		45,920		-0-		153,552
Ozey K. Horton, Jr.		73,750		51,380		48,358		-0-		173,488
Peter Karmanos, Jr.		74,500		34,632		45,920		-0-		155,052
Carl A. Nelson, Jr.		86,500		34,632		45,920		-0-		167,052
Sidney A. Ribeau		61,000		34,632		45,920		149		141,701
Mary Schiavo		71,500		34,632		45,920		-0-		152,052

(1)	John P. McConnell, the Company’s Chairman of the Board and CEO is not included in this table because he was an employee of the Company during Fiscal 2012 and received no additional compensation for his

services as a director. The compensation received by Mr. McConnell as an employee of the Company is shown in the “Fiscal 2012 Summary Compensation Table” on page 44 of this Proxy Statement.

(2)	Represents cash earned in Fiscal 2012 for annual retainer fees and Board and Board committee meeting fees in accordance with the cash compensation program discussed under the caption “Compensation of Directors — Cash Compensation” beginning on page 56 of this Proxy Statement.

(3)

The amounts shown in this column represent the aggregate grant date fair value of the restricted common share awards granted to the non-employee directors in Fiscal 2012, as computed in accordance with ASC 718. These amounts exclude the impact of estimated forfeitures, as required by SEC Rules. See “Note I – Stock-Based Compensation” of the Notes to Consolidated Financial Statements in “Item 8. – Financial Statements and Supplementary Data” of the Company’s 2012 Form 10-K for assumptions used and additional information regarding the restricted common share awards. The award granted to Mr. Horton on June 30, 2011 covering 725 restricted common shares had a grant date fair value of $23.10 per share, the closing price of the common shares on that date); the awards granted to the then non-employee directors on September 29, 2011 covering 2,400 restricted common shares (3,600 for Mr. Blystone) had a grant date fair value of $14.43 per share (the closing price of the common shares on that date). The restricted common shares described above were the only restricted common share awards granted to directors during, and outstanding at the end of Fiscal 2012.

(4)

The amounts shown in this column represent the aggregate grant date fair value of the options granted to the non-employee directors in Fiscal 2012, as computed in accordance with ASC 718. These amounts exclude the impact of estimated forfeitures, as required by SEC Rules. See “Note A – Summary of Significant Accounting Policies” and “Note I – Stock-Based Compensation” of the Notes to Consolidated Financial Statements in “Item 8. – Financial Statements and Supplementary Data” of the Company’s 2012 Form 10-K for the valuation method and assumptions used and additional information regarding the options. The grant date fair value of the option granted to Mr. Horton on June 30, 2011 was $9.67 per share covering 2,438 common shares. The grant date fair value of the options granted to the non-employee directors on September 29, 2011 was $5.74 per share covering 8,000 common shares (12,000 common shares for Mr. Blystone). The outstanding options held by the named individuals at the end of Fiscal 2012 covered the following number of common shares: Ms. Anderson — 17,750 common shares; Mr. Blystone – 76,550 common shares; Mr. Davis – 12,875 common shares; Mr. Endres — 55,700 common shares; Mr. Horton — 10,438 common shares; Mr. Karmanos — 59,700 common shares; Mr. Nelson — 54,700 common shares; Mr. Ribeau — 59,700 common shares; and Ms. Schiavo — 21,000 common shares.

(5)

The fixed rate applicable to the Director Deferral Plans for Fiscal 2012 exceeded the Applicable Comparative Rate by an amount equal to 0.67%. The amounts shown in this column represent the amount by which earnings on accounts of the named directors in the Director Deferral Plans invested at the fixed rate exceeded the Applicable Comparative Rate (generally the amount invested under the fixed rate fund multiplied by 0.67%).

(6)	Mr. Blystone is the Company’s Lead Independent Director.

EQUITY COMPENSATION PLAN INFORMATION

The Company maintains six equity compensation plans (the “Equity Plans”) under which common shares are authorized for issuance to eligible directors, officers and employees: (a) the 1990 Stock Option Plan; (b) the 1997 LTIP; (c) the Amended and Restated 2000 Stock Option Plan for Non-Employee Directors (Amendment and restatement effective as of November 1, 2008) (the “2000 Directors Option Plan”); (d) the 2003 Stock Option Plan; (e) the 2006 Directors Equity Plan; and (f) the 2010 Stock Option Plan. Each Equity Plan has been approved by the shareholders of the Company.

The following table shows for the Equity Plans, as a group, the number of common shares issuable upon the exercise of outstanding options and upon payout of outstanding performance share awards, the weighted-average exercise price of outstanding options, and the number of common shares remaining available for future issuance,

excluding common shares issuable upon exercise of outstanding options or upon payout of outstanding performance share awards, in each case as of May 31, 2012.

Equity Compensation Plan Information


Plan Category	Number Of Common Shares To Be Issued Upon Exercise Of Outstanding Options, Warrants And Rights			Weighted-Average Exercise Price Of Outstanding Options, Warrants And Rights			Number Of Common Shares Remaining Available For Future Issuance Under Equity Compensation Plans [Excluding Common Shares Reflected In Column (a)]
	(a)			(b)			(c)
Equity compensation plans approved by shareholders		8,741,969	(1)	$	16.65	(2)		6,547,208	(3)
Equity compensation plans not approved by shareholders		—			—			—
TOTAL		8,741,969	(1)	$	16.65	(2)		6,547,208	(3)

(1)

Includes 83,000 common shares issuable upon exercise of outstanding options granted under the 1990 Stock Option Plan, 1,640,111 common shares issuable upon exercise of outstanding options granted under the 1997 LTIP, 79,000 common shares issuable upon exercise of outstanding options granted under the 2000 Directors Option Plan, 5,291,260 common shares issuable upon exercise of outstanding options granted under the 2003 Stock Option Plan, 264,113 common shares issuable upon exercise of outstanding options granted under the 2006 Directors Equity Plan and 503,750 common shares issuable upon exercise of outstanding options granted under the 2010 Stock Option Plan. Also includes 880,735 common shares which represent the maximum number of common shares which may be paid out in respect of outstanding performance share awards granted under the 1997 LTIP.

Does not include 1,837,167 common shares which represent the maximum number of common shares which may be paid out in respect of long-term cash performance awards granted under the 1997 LTIP which were outstanding as of May 31, 2012, because to date all such awards have been paid in cash. If all long-term cash performance awards granted under the 1997 LTIP which were outstanding as of May 31, 2012, were paid out at their maximum amount and the Compensation Committee were to elect to make all payments in the form of common shares, then, based on the closing price ($16.24) of the Company’s common shares on May 31, 2012, the last business day of Fiscal 2012, the number of common shares which would be issued upon payout of the long-term cash performance awards would be 1,837,167 common shares. The number of common shares, if any, actually issued with respect to long-term cash performance awards granted under the 1997 LTIP would be based on (i) the percentage of the long-term cash performance awards determined by the Compensation Committee to be paid in common shares rather than cash, (ii) the actual performance level (i.e., threshold, target or maximum) used to determine the payout in respect of each long-term cash performance award and (iii) the price of the Company’s common shares at the time of payout.

(2)

Represents the weighted-average exercise price of options outstanding under the Equity Plans as of May 31, 2012. Also see note (1) above with respect to performance share awards and long-term cash performance awards granted under the 1997 LTIP. The weighted-average exercise price does not take these awards into account.

(3)

Includes 1,138,336 common shares available under the 1997 LTIP, 509,170 common shares available under the 2003 Stock Option Plan, 284,187 common shares available under the 2006 Directors Equity Plan, and 5,496,250 common shares available under the 2010 Stock Option Plan. In addition to options, performance share awards and long-term cash performance awards, the 1997 LTIP authorizes the Compensation Committee to grant awards in the form of stock appreciation rights, restricted common shares, performance units, dividend equivalents, and other stock unit awards that are valued in whole or in

part by reference to, or are otherwise based on, the Company’s common shares or other property. The number shown in this column excludes 880,735 common shares representing the maximum number of common shares which may be paid out in respect of outstanding performance share awards granted under the 1997 LTIP as described in the first paragraph of note (1) above. In addition to options, the 2006 Directors Equity Plan authorizes the Board to grant awards in the form of restricted common shares, restricted stock units, stock appreciation rights and whole common shares. No common shares remain available for grants of future awards under the 1990 Stock Option Plan or the 2000 Directors Option Plan.

PROPOSAL 2: ADVISORY VOTE ON

NAMED EXECUTIVE OFFICER COMPENSATION

We are asking shareholders to approve an advisory resolution on the Company’s executive compensation as reported in this Proxy Statement. As described in detail under “Compensation Discussion and Analysis” beginning on page 26 and in the “Fiscal 2012 Summary Compensation Table” on page 44 and the accompanying tables and narrative, our executive compensation programs are reviewed annually by our Compensation Committee, with advice from an independent consultant, and consideration given to executive compensation paid by other companies. Our compensation programs are designed to foster alignment of the interest of executive management with the interests of shareholders and to provide incentives, based primarily on Company performance, for reaching established Company goals and objectives. Shareholders are urged to read the “Compensation Discussion and Analysis” which describes in detail how the Company’s executive compensation policies and procedures achieve our compensation objectives.

The direct relationship of the compensation earned by the Company’s NEOs to Company performance is exemplified by the amounts of compensation earned by the Company’s NEOs over the last three fiscal years. In Fiscal 2010, the Company’s performance improved and exceeded expected levels, aided by actions taken by the Company in response to the depressed market conditions and short-term incentive bonuses were earned by the NEOs as well as other employees for that fiscal year after no bonus had been paid in Fiscal 2009 due to the recession. In Fiscal 2011, the Company showed strong improvement with a 168% increase in diluted earnings per share (303% excluding the effects of FIFO gains/losses and restructuring charges) and short-term incentive bonuses were paid at close to maximum levels. In Fiscal 2012, short-term incentive bonuses were down 20% to 40% from the prior year even though diluted earnings per common share as reported were up 8% (up 36% excluding the effects of FIFO gain/losses and restructuring corporate bonuses were earned at 110% of target levels.

No long-term incentive compensation was paid for the three-fiscal-year performance periods ending in either Fiscal 2011 or Fiscal 2010, as even the strong performance in Fiscal 2011 could not overcome the drag early in the three-fiscal-year performance periods caused by the recession.

With the improved performance in Fiscal 2011 and Fiscal 2012, long-term cash and performance share incentive compensation was earned for the three-fiscal-year performance period ended May 31, 2012, at somewhat above threshold levels (the corporate payout being 61% of the target payout level and the Steel Processing business unit operating income portion, where applicable, being 82% of target payout level) for the three-fiscal-year performance period ended May 31, 2012, despite the drag caused by the recession earlier in the three-fiscal-year performance period and the continued weak economic conditions. This was the first time that long-term incentive compensation was paid with respect to a three-fiscal-year performance period since 2008.

Although the number of common shares subject to options and three-fiscal-year performance common shares awarded in Fiscal 2012 were down from Fiscal 2011 (both due to an increase in their value, on a per share basis and the addition of restricted common shares), the dollar value of those awards, calculated in accordance with ASC 718, for financial statement purposes and the Summary Compensation Table, was significantly higher as the share price is a very large factor in the accounting valuation of those awards, and the share price had increased almost 60% between the two effective dates of those awards. The large increase in long-term incentive compensation for Messrs. Rose and Russell was driven by the special performance-based restricted common share awards discussed under “Executive Compensation — Compensation Discussion and Analysis —Compensation

Components — Special Performance-Based Restricted Common Share Awards” beginning on page 37 of this Proxy Statement.

The Company has been fairly conservative in providing severance benefits and perquisites to its executives. The Company has not entered into separate severance agreements with its executive officers and has provided change in control benefits only in connection with its long-term incentive awards. Recently, the Compensation Committee has elected to provide for a double trigger for acceleration of vesting for awards granted in Fiscal 2012 and later. In the event of a change of control, these long-term incentive awards will also require an actual or termination of employment within a specified period of time in order for the acceleration of vesting to occur.

The Company also provides limited perquisites; for example, it eliminated Company-provided automobiles for top executives in 2007.

The vote on this resolution relates to the compensation of our NEOs as a whole. The vote is advisory, which means that the vote is not binding on the Company, the Board or the Compensation Committee. To the extent there is any significant vote against the NEOs’ compensation, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of shareholders.

In accordance with Section 14A of the Exchange Act, the Company is asking shareholders to approve the following advisory resolution at the Annual Meeting.

RESOLVED, that the shareholders of Worthington Industries, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s NEOs as disclosed in the Company’s proxy statement for its 2012 Annual Meeting of Shareholders pursuant to SEC compensation disclosure rules (including the Compensation Discussion and Analysis, the Fiscal 2012 Summary Compensation Table and the related executive compensation tables, notes and narratives).

Taking into account the advisory vote of shareholders regarding the frequency of future advisory votes to approve executive compensation at our 2011 Annual Meeting of Shareholders, the Board’s current policy is to include an advisory resolution regarding approval of the compensation of our NEOs annually. Accordingly, unless the Board modifies its policy on the frequency of future votes, the next advisory vote to approve our executive compensation will occur at the 2013 Annual Meeting of Shareholders.

Vote Required Approving the Advisory Vote on Executive Compensation

The affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of all then outstanding common shares, present in person or by proxy, and entitled to vote on the proposal is required to approve the advisory resolution on NEO compensation. Abstentions will be counted in determining the required vote and will have the effect of votes “AGAINST” the advisory resolution. Broker non-votes will not be counted in determining the required vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION.

PROPOSAL 3: RATIFICATION OF THE SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Company’s Board has selected KPMG LLP (“KPMG”) to serve as the Company’s independent registered public accounting firm for Fiscal 2013, and recommends that the shareholders of the Company vote for the ratification of that selection. KPMG audited the Company’s consolidated financial statements as of and for the fiscal years ended May 31, 2012, and May 31, 2011, and the effectiveness of the Company’s internal control over financial reporting as of May 31, 2012 and May 31, 2011. Representatives of KPMG are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions.

The selection of the Company’s independent registered public accounting firm is made annually by the Audit Committee. The Company has determined to submit the selection of the independent registered public accounting firm to the shareholders for ratification because of such firm’s role in reviewing the quality and integrity of the Company’s consolidated financial statements and internal control over financial reporting. Before selecting KPMG, the Audit Committee carefully considered that firm’s qualifications as the independent registered public accounting firm for the Company and the audit scope.

Recommendation and Vote Required to Ratify Selection of KPMG

The affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of all then outstanding common shares, present in person or by proxy, and entitled to vote on the proposal, is required to ratify the selection of KPMG as the Company’s independent registered public accounting firm for Fiscal 2013. The effect of an abstention is the same as a vote “AGAINST” the proposal. Even if the selection of KPMG is ratified by the shareholders, the Audit Committee, in its discretion, could decide to terminate the engagement of KPMG and to engage another firm if the Audit Committee determines such action is necessary or desirable. If the selection of KPMG is not ratified, the Audit Committee will reconsider (but may decide to maintain) the selection.

THE AUDIT COMMITTEE AND THE BOARD RECOMMEND THAT THE SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE RATIFICATION OF THE SELECTION OF KPMG.

AUDIT COMMITTEE MATTERS

Report of the Audit Committee for the Fiscal Year Ended May 31, 2012

The Audit Committee oversees the Company’s financial and accounting functions, controls, reporting processes and audits on behalf of the Board in accordance with the Audit Committee’s written charter. The Audit Committee is responsible for providing independent, objective oversight of the integrity and quality of the Company’s consolidated financial statements, the qualifications and independence of the Company’s independent registered public accounting firm, the performance of the Company’s internal auditors and independent registered public accounting firm and the annual independent audit of the Company’s consolidated financial statements. Management has the primary responsibility for the preparation, presentation and integrity of the Company’s consolidated financial statements and the reporting process, for the appropriateness of the accounting principles and reporting policies that are used by the Company, for the establishment and maintenance of effective systems of disclosure controls and procedures and internal control over financial reporting, and for the preparation of the annual report on management’s assessment of the effectiveness of the Company’s internal control over financial reporting. The Company’s independent registered public accounting firm, KPMG, is responsible for auditing the Company’s annual consolidated financial statements included in the Company’s Annual Report on Form 10-K in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing its report thereon based on such audit, for issuing an audit report on the effectiveness of the Company’s internal control over financial reporting, and for reviewing the Company’s unaudited interim consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q.

In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the Company’s audited consolidated financial statements as of and for the fiscal year ended May 31, 2012 and discussed with management the quality, not just the acceptability, of the accounting principles as applied in the Company’s financial reporting, the reasonableness of significant judgments and accounting estimates, and the clarity and completeness of disclosures in the consolidated financial statements.

In fulfilling its oversight responsibilities, the Audit Committee met with management, the Company’s internal auditors and KPMG throughout the year. Since the beginning of the fiscal year, the Audit Committee met with the Company’s internal auditors and KPMG, with and without management present, to discuss the overall scope of their respective annual audit plans, the results of their respective audits, the effectiveness of the Company’s internal control over financial reporting, including management’s and KPMG’s reports thereon and the bases for the conclusions expressed in those reports, and the overall quality of the Company’s financial reporting. Throughout

that period, the Audit Committee reviewed management’s plan for documenting and testing controls, the results of the documentation and testing, any deficiencies discovered and the resulting remediation of the deficiencies. In addition, the Audit Committee reviewed and discussed with KPMG all matters required by auditing standards generally accepted in the United States, including those described in Statement on Auditing Standards No. 114, The Auditor’s Communication With Those Charged With Governance.

The Audit Committee has discussed with KPMG the independence of that firm from management and the Company. The Audit Committee has received from KPMG the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with KPMG any relationships with or services to the Company or the Company’s subsidiaries that may impact the objectivity and independence of KPMG, and the Audit Committee has satisfied itself as to the independence of KPMG.

Management and KPMG have represented to the Audit Committee that the Company’s audited consolidated financial statements, as of and for the fiscal year ended May 31, 2012, were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed those audited consolidated financial statements with management and KPMG.

Based on the Audit Committee’s reviews and discussions referred to above and the Audit Committee’s review of the report of KPMG to the Audit Committee, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included (and the Board approved such inclusion) in the Company’s Annual Report on Form 10-K for Fiscal 2012 filed with the SEC on July 30, 2012. The Audit Committee has also selected KPMG as the Company’s independent registered public accounting firm for Fiscal 2013 and recommends that the shareholders ratify such selection.

The foregoing report is provided by the Audit Committee of the Company’s Board:

Audit Committee

Carl A. Nelson, Jr., Chair

Kerrii B. Anderson

Mark C. Davis

Mary Schiavo

Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm

Under applicable SEC Rules, the Audit Committee is to pre-approve the audit and non-audit services performed by the independent registered public accounting firm in order to ensure that the performance of these services does not impair the firm’s independence from the Company. The SEC Rules specify the types of non-audit services that independent registered public accounting firms may not provide to their audit clients and establish the Audit Committee’s responsibility for administration of the engagement of the independent registered public accounting firm.

Consistent with applicable SEC Rules, the charter of the Audit Committee requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent registered public accounting firm to the Company or any of its subsidiaries. The Audit Committee may delegate pre-approval authority to one or more designated members of the Audit Committee and, if it does, the decision of that member or members must be reported to the full Audit Committee at its next regularly scheduled meeting.

All requests or applications for services to be provided by the independent registered public accounting firm must be submitted to the Audit Committee by both the independent registered public accounting firm and the Company’s Chief Financial Officer and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC Rules governing auditor independence.

Independent Registered Public Accounting Firm Fees

Fees billed for services rendered by KPMG for each of Fiscal 2012 and Fiscal 2011 were as follows:


Type of Fees	Fiscal 2012		Fiscal 2011
Audit Fees	$	1,151,562	$	1,390,618
Audit-Related Fees		177,903		—
Tax Fees		50,194		89,062

Total	$	1,379,659	$	1,479,680

All of the services rendered by KPMG to the Company and the Company’s subsidiaries during Fiscal 2012 and Fiscal 2011 were pre-approved by the Audit Committee.

In accordance with applicable SEC Rules, “Audit Fees” are fees for professional services rendered for: the audit of the Company’s consolidated financial statements; the review of the interim consolidated financial statements included in the Company’s Forms 10-Q; the audit of the Company’s internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the applicable fiscal years.

“Audit-Related Fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements, including due diligence services, that are not reported under “Audit Fees.”

“Tax Fees” are fees for professional services rendered for tax compliance, tax advice and tax planning.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

The SEC has implemented rules regarding the delivery of proxy materials (i.e., annual reports and proxy statements) to households. This method of delivery, often referred to as “householding,” would permit the Company to send a single annual report and/or a single proxy statement to any household at which two or more registered shareholders reside if the Company reasonably believes such shareholders are members of the same family or otherwise share the same address or that one shareholder has multiple accounts. The householding process may also be used for the delivery of Notices of Internet Availability of Proxy Materials, when applicable. In each case, the shareholder(s) must consent to the householding process in accordance with applicable SEC Rules. Each shareholder would continue to receive a separate notice of any meeting of shareholders and proxy card. The householding procedure reduces the volume of duplicate information shareholders receive and reduces the Company’s expenses. The Company may institute householding in the future and will notify registered shareholders affected by householding at that time. Registered shareholders sharing an address may request delivery of a single copy of annual reports to shareholders, proxy statements and Notices of Internet Availability of Proxy Materials by contacting the Investor Relations Department of the Company at Worthington Industries, Inc., 200 Old Wilson Bridge Road, Columbus, Ohio 43085, Attention: Catherine M. Lyttle, Vice President-Communications and Investor Relations.

Many broker/dealers and other holders of record have instituted householding. If your family has one or more “street name” accounts under which you beneficially own common shares of the Company, you may have received householding information from your broker/dealer, financial institution or other nominee in the past. Please contact the holder of record directly if you have questions, require additional copies of this Proxy Statement or the Company’s 2012 Annual Report to Shareholders or wish to revoke your decision to household and thereby receive multiple copies of the Company’s proxy materials. You should also contact the holder of record if you wish to institute householding.

SHAREHOLDER PROPOSALS FOR 2013 ANNUAL MEETING

Shareholders of the Company seeking to bring business before an annual meeting of shareholders (an “annual meeting”) or to nominate candidates for election as directors at an annual meeting must provide timely notice thereof in writing to the Company’s Secretary. Under Section 1.08(A) of the Company’s Code of Regulations, to be timely, a shareholder’s notice with respect to business to be brought before an annual meeting must be delivered to, or mailed and received at, the principal executive offices of the Company not less than 30 days prior to an annual meeting. However, if less than 40 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, the shareholder’s notice must be received no later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. In order for a shareholder’s notice to be in proper form, it must include: (a) a brief description of the business the shareholder desires to bring before an annual meeting; (b) the reasons for conducting the proposed business at an annual meeting; (c) the name and address of the proposing shareholder; (d) the number of common shares beneficially owned by the proposing shareholder; and (e) any material interest of the proposing shareholder in the business to be brought before an annual meeting. The requirements applicable to nominations are described above in “CORPORATE GOVERNANCE – Nominating Procedures” beginning on page 9 of this Proxy Statement.

A shareholder seeking to bring business before an annual meeting must also comply with all applicable SEC Rules. Under SEC Rule 14a-8, proposals of shareholders intended to be presented at the Company’s 2013 Annual Meeting must be received by the Company no later than April 18, 2013, to be eligible for inclusion in the Company’s proxy materials relating to the 2013 Annual Meeting. Upon receipt of a shareholder proposal, the Company will determine whether or not to include the proposal in the proxy materials in accordance with applicable SEC Rules.

The SEC has promulgated rules relating to the exercise of discretionary voting authority pursuant to proxies solicited by the Board. Generally, a proxy may confer discretionary authority to vote on any matters brought before an annual meeting if the Company did not have notice of the matter at least 45 days before the date on which the Company first sent its proxy materials for the prior year’s annual meeting and a specific statement to that effect is made in the proxy statement or proxy card. If during the prior year, the Company did not hold an annual meeting, or if the date of the meeting has changed more than 30 days from the prior year, then notice must not have been received a reasonable time before the Company mails its proxy materials for the current year. Any written notice required as described in this paragraph must have been given by July 4, 2012, for matters to be brought before the 2012 Annual Meeting. Any written notice required as described in this paragraph must be given by July 2, 2013 for matters to be brought before the 2013 Annual Meeting.

Any written notice to be given with respect to matters set forth in the three prior paragraphs of this “SHAREHOLDER PROPOSALS FOR 2013 ANNUAL MEETING” section should be sent to the Company’s Secretary, Dale T. Brinkman, Worthington Industries, Inc., 200 Old Wilson Bridge Road, Columbus, Ohio 43085 or by fax to (614) 840-3706.

The Company’s 2013 Annual Meeting of Shareholders is currently scheduled to be held on September 26, 2013.

FUTURE ELECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORT

Registered shareholders can further reduce the costs incurred by the Company in mailing proxy materials by consenting to receive all future proxy statements, proxy cards, annual reports to shareholders and Notices of Internet Availability of Proxy Materials electronically via e-mail or the Internet. To sign up for electronic delivery of future proxy materials, you must vote your common shares electronically via the Internet by logging on to www.proxyvote.com and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. You will be responsible for any fees or charges that you would typically pay for access to the Internet.

ANNUAL REPORT ON FORM 10-K

Audited consolidated financial statements for Worthington Industries, Inc. and its subsidiaries for Fiscal 2012 are included in the 2012 Annual Report to Shareholders which is being delivered with this Proxy Statement. Additional copies of these financial statements and the Company’s Annual Report on Form 10-K for Fiscal 2012 (excluding exhibits) may be obtained, without charge, by sending a written request to the Company’s Investor Relations Department at 200 Old Wilson Bridge Road, Columbus, Ohio 43085, Attention: Catherine M. Lyttle, Vice President-Communications and Investor Relations. The Company’s Annual Report on Form 10-K for Fiscal 2012 is also available on the Company’s web site located at www.worthingtonindustries.com and can also be found on the SEC web site located at www.sec.gov.

OTHER BUSINESS

As of the date of this Proxy Statement, the Board knows of no business that will be presented for action by the shareholders at the Annual Meeting other than those matters discussed in this Proxy Statement. However, if any other matter requiring a vote of the shareholders properly comes before the Annual Meeting, the individuals acting under the proxies solicited by the Board will vote and act according to their best judgment in light of the conditions then prevailing, to the extent permitted under applicable law.

This Proxy Statement and the accompanying proxy card have been approved by the Board and are being mailed and delivered to shareholders by its authority.

Appendix I

Companies Included In Comparator Group


3M	Delta Air Lines	Kinetic Concepts	Sigma-Aldrich
A.O. Smith	Deluxe	Kinross Gold	Smith & Nephew
Abbott Laboratories	Dentsply	Koch Industries	Snap-On
AbitibiBowater	Dex One	Kohler	Sodexo
Accenture	Diageo North America	Komatsu America	Sonoco Products
ACH Food	Dollar Tree Stores	L-3 Communications	Space Systems Loral
Acuity Brands	Domtar	Land O’Lakes	Spirit AeroSystems
Adecco	Donaldson	Level 3 Communications	SprintNextel
Aerojet	Dow Corning	Lexmark International	SPX
Agilent Technologies	DuPont	Life Technologies	SRA International
Agrium	Eastman Chemical	Linde	Stantec
Air Liquide	Eastman Kodak	Lockheed Martin	Starbucks
Air Products and Chemicals	Eaton	Lorillard Tobacco	StarTek
Alcoa	eBay	Lubrizol	Starwood Hotels & Resorts
Alcon Laboratories	Ecolab	Lyondell Chemical	Statoil
Alexander & Baldwin	Eli Lilly	Magellan Midstream Partners	Steelcase
Alliant Techsystems	EMC	ManTech International	Stryker
American Crystal Sugar	EMD Millipore	Marriott International	Sulzer Pumps US
American Sugar Refining	Endo Pharmaceuticals	Martin Marietta Materials	SunGard Data Systems
AMERIGROUP	Equifax	Mary Kay	Sunoco
AmerisourceBergen	Equity Office Properties	Mattel	Sunovion Pharmaceuticals
AMETEK	Ericsson	Matthews International	SuperValu Stores
Amgen	Estee Lauder	McClatchy	Swagelok
Ann Taylor Stores	Evergreen Packaging	McDonald’s	Syngenta Crop Protection
AOL	Experian Americas	McGraw-Hill	Takeda Pharmaceutical Company Limited
APL	Express Scripts	McKesson	Taubman Centers
Appleton Papers	Fair Isaac	MDC Holdings	TE Connectivity
Applied Materials	Federal-Mogul	MeadWestvaco	Tektronix
ARAMARK	Fidelity National Information Services	Media General	Temple-Inland
Armstrong World Industries	Fiserv	Medicines Company	Teradata
Arrow Electronics	Fluor	Medtronic	Terex
Ashland	Ford	Merck & Co.	Textron
AstraZeneca	Fortune Brands	Microsoft	Thermo Fisher Scientific
AT&T	GAF Materials	Milacron	Thomas & Betts
Automatic Data Processing	Gavilon	Mitsubishi Power Systems Americas	Time Warner
Avery Dennison	General Atomics	Molson Coors Brewing	Time Warner Cable
Avis Budget Group	General Dynamics	Momentive Specialty Chemicals	Timken
BAE Systems	General Mills	Monsanto	T-Mobile USA
Ball	General Motors	Mosaic	Toro
Battelle Memorial Institute	GlaxoSmithKline	Motorola Solutions	Travelport
Baxter International	Goodman Manufacturing	Murphy Oil	Trident Seafoods
Bayer AG	Goodrich	MWH Global	TRW Automotive
Bayer CropScience	Google	Navistar International	Tupperware
Beckman Coulter	Graco	NCR	Tyson Foods
Belo	Greif	Nestlé USA	U.S. Foodservice
Bemis	Grupo Ferrovial	Newmont Mining	Underwriters Laboratories
Benjamin Moore	GSI Commerce	NewPage	Unilever United States
Best Buy	GTECH	Nissan North America	Union Pacific
Big Lots	H.B. Fuller	Nokia	Unisys
Boeing	Hanesbrands	Noranda Aluminum	United Rentals
Boston Scientific	Harland Clarke	Norfolk Southern	United States Cellular
Bovis Lend Lease	Harley-Davidson	Novartis	United States Steel
Brady	Harman International Industries	Novartis Consumer Health	United Technologies
Bristol-Myers Squibb	Hasbro	Novo Nordisk Pharmaceuticals	URS Energy & Construction
Broadridge Financial Solutions	Haynes International	Nypro	USG
Brown-Forman	HBO	Occidental Petroleum	UTi Worldwide
Bucyrus International	HD Supply	Office Depot	Valero Energy
Bunge	Headway Technologies	Omnicare	Vangent
Burlington Northern Santa Fe	Herman Miller	Orange Business Services	Verde Realty
Bush Brothers	Hershey	Oshkosh	Verizon
CA	Hertz	Overhead Door	Viacom
Calgon Carbon	Hewlett-Packard	Owens Corning	Vision Service Plan
Cameron International	Hexcel	Owens-Illinois	Visteon
Cardinal Health	Hilton Worldwide	Oxford Industries	Vulcan Materials
Cargill	Hitachi Data Systems	Panasonic of North America	VWR International
Carlson Companies	HNI	Parker Hannifin	Walt Disney
Carmeuse North America Group	HNTB	Parsons	Waste Management
Carnival	Hoffmann-La Roche	Performance Food Group	Wendy’s/Arby’s Group
Carpenter Technology	Holcim	PerkinElmer	Weyerhaeuser
Caterpillar	Home Depot	Pfizer	Whirlpool
CDI	Honeywell	Pitney Bowes	Wilsonart International
CF Industries	Hormel Foods	Plexus	Winnebago Industries
CGI Technologies & Solutions	Hostess Brands	Polaris Industries	Wm. Wrigley Jr.
Chattem	Houghton Mifflin Harcourt Publishing	Potash	Wyndham Worldwide
Chemtura	Hunt Consolidated	PPG Industries	Xerox
Chiquita Brands	Huron Consulting Group	Praxair	YRC Worldwide
Choice Hotels International	Husky Injection Molding Systems	ProBuild Holdings	Yum! Brands
Chrysler	Hyatt Hotels	Pulte Homes
CHS	IBM	Purdue Pharma
Cisco Systems	IDEXX Laboratories	QUALCOMM
Cliffs Natural Resources	IKON Office Solutions	Quintiles
COACH	Illinois Tool Works	R.R. Donnelley
Coca-Cola	IMS Health	Ralcorp Holdings
Coca-Cola Enterprises	Ingersoll Rand	Reader’s Digest Association
Coinstar	Intel	Realogy
Colgate-Palmolive	Intercontinental Hotels	Reddy Ice
Comcast	International Flavors & Fragrances	Regal-Beloit
ConAgra Foods	International Paper	Regency Centers
Continental Automotive Systems	Interpublic Group of Companies	Rent-A-Center
ConvaTec	Intrepid Potash	Research in Motion
Convergys	Invensys Controls	Ricardo
Cooper Industries	ION Geophysical	Rio Tinto
CoreLogic	Irvine Company	Roche Diagnostics
Corning	ITT	Rockwell Automation
Covance	ITT Mission Systems	Rockwell Collins
Covidien	J.M. Smucker	Ryder System
CSR	J.R. Simplot	Safety-Kleen Systems
CSX	Jabil Circuit	SAIC
Curtiss-Wright	Jack in the Box	Sanofi-Aventis
CVS Caremark	JetBlue	SCA Americas
Cytec	JM Family Enterprises	Schreiber Foods
Daiichi Sankyo	Johns-Manville	Schwan’s
Daimler Trucks North America	Johnson & Johnson	Scotts Miracle-Gro
Dannon	Johnson Controls	Scripps Networks Interactive
Darden Restaurants	Kaman Industrial Technologies	Seagate Technology
Dassault Systems	Kansas City Southern	Sealed Air
Day & Zimmermann	Kao Brands	ServiceMaster Company
Dean Foods	KBR	ShawCor
Deckers Outdoor	Kellogg	Sherwin-Williams
Dell	Kimberly-Clark	Siemens AG

LOGO

Vote 24 hours a day, 7 days a week!

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Daylight Time, on September 26, 2012. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS

If you would like to reduce the costs incurred by Worthington Industries, Inc. in mailing proxy materials, you can consent to receiving all future Proxy Statements, Proxy Cards, Notices of Internet Availability of Proxy Materials and Annual Reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Daylight Time, on September 26, 2012. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Worthington Industries, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you vote by telephone or Internet, please do not mail your proxy card.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:


		M48741-P29312		KEEP THIS PORTION FOR YOUR RECORDS


				DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.


		WORTHINGTON INDUSTRIES, INC.

		The Board of Directors recommends a vote FOR each of the nominees for director and FOR Proposals 2 and 3.

		1. Election of Directors*:


	For	Against	Abstain
Nominees:

1a. John B. Blystone	¨	¨	¨

1b. Mark C. Davis	¨	¨	¨

1c. Sidney A. Ribeau	¨	¨	¨



*Each to serve for a term of three years to expire at the 2015 Annual Meeting of Shareholders







Please indicate if you plan to attend this meeting.	¨	¨
	Yes	No


		For	Against	Abstain

2.	Approval of the advisory resolution on executive compensation	¨	¨	¨

3.	Ratification of the selection of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2013.	¨	¨	¨

.







NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting.

Each of the foregoing proposals is more fully described in the accompanying proxy statement.

This proxy will be voted as specified above. If no direction is made, except in the case of broker non-votes, this proxy will be voted FOR all nominees listed above and FOR Proposals 2 and 3.

Please sign exactly as your name appears on this proxy card. Executors, administrators, trustees, guardians, attorneys and agents should give their full titles. If shareholder is a corporation, an authorized officer should sign in full corporate name. If shareholder is a partnership or other entity, an authorized person should sign in the entity’s full name. If the Common Shares represented by this Proxy are held in joint tenancy, both holders must sign this proxy card.


Signature [PLEASE SIGN WITHIN BOX]		Date


Signature (Joint Owners)		Date

LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

THURSDAY, SEPTEMBER 27, 2012, AT 2:00 P.M., EDT

WORTHINGTON INDUSTRIES, INC.

200 OLD WILSON BRIDGE ROAD

COLUMBUS, OHIO 43085

A live audio webcast will be available via Internet link at

www.worthingtonindustries.com and will be archived for 90 days.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of

Shareholders of Worthington Industries, Inc. to be Held on September 27, 2012:

The Notice of Annual Meeting of Shareholders, Proxy Statement and the company’s 2012 Annual Report to

Shareholders are available at www.proxyvote.com.

M48742-P29312

WORTHINGTON INDUSTRIES, INC.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WORTHINGTON INDUSTRIES, INC. PLEASE COMPLETE, SIGN AND DATE THIS PROXY CARD WITHIN THE BOXES ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

Each shareholder identified on this proxy card hereby constitutes and appoints John P. McConnell, B. Andrew Rose and Dale T. Brinkman, and each of them, with full power of substitution, the lawful agents and proxies of the shareholder to attend the Annual Meeting of Shareholders of Worthington Industries, Inc. (the “Company”) to be held at Worthington Industries Headquarters located at 200 Old Wilson Bridge Road, Columbus, Ohio, 43085, on Thursday, September 27, 2012, at 2:00 p.m., Eastern Daylight Time, and to vote all of the Common Shares of the Company that the shareholder is entitled to vote at such Annual Meeting, as directed on the reverse side with respect to the matters set forth on the reverse side, and to vote such Common Shares with discretionary authority on all other matters which are properly brought before the Annual Meeting.

All Proxies previously given or executed by each shareholder are hereby revoked. Each shareholder acknowledges receipt of the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement for the September 27, 2012 meeting and the Company’s 2012 Annual Report to Shareholders.