Worthington Steel, Inc. DEF 14AProxy Statements

Directors / Nominees

Proposal 1: Election of Directors The plurality of the votes cast. This means that the four nominees receiving the greatest number of affirmative “FOR” votes will be elected as Class III directors. Abstentions and broker non-votes will have no effect. Proposal 2: Approval, on an advisory basis, of the compensation of the NEOs The affirmative vote of the holders of a majority of the common shares present in person or represented by proxy and entitled to vote. Abstentions will have the effect of a vote against. Broker non-votes will have no effect. Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm The affirmative vote of the holders of a majority of the common shares present in person or represented by proxy and entitled to vote. Abstentions will have the effect of a vote against. We do not expect any broker non-votes on this proposal. Abstentions An abstention in the case of the proposals to be voted on at the Annual Meeting represents a shareholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum and the number of votes necessary to approve the advisory vote on the compensation of the NEOs (Proposal 2) and the ratification of the appointment of KPMG LLP (Proposal 3). Abstentions have no effect on the election of directors (Proposal 1), but will have the effect of a vote against Proposal 2 and Proposal 3. Broker Non-Votes Generally, broker non-votes occur when a broker, bank or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other holder of record (1) has not received voting instructions from the beneficial owner of the common shares and (2) does not have discretionary voting power with respect to such proposal. A broker, bank or other holder of record has discretionary power to vote shares without instruction from the beneficial owner on routine matters, as determined under NYSE Rules, such as the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. Thus, broker non-votes are not expected on Proposal 3. On the other hand, absent instructions from the beneficial owner of the common shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election