Current Report Filing (8-k)
22 März 2023 - 09:31PM
Edgar (US Regulatory)
0000108516 False 0000108516 2023-03-22
2023-03-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22,
2023
_______________________________
WORTHINGTON INDUSTRIES INC
(Exact name of registrant as specified in its charter)
_______________________________
|
Ohio |
1-8399 |
31-1189815 |
| (State or Other
Jurisdiction of Incorporation) |
(Commission File
Number) |
(I.R.S. Employer
Identification No.) |
200 Old Wilson Bridge Road
Columbus, Ohio 43085
(Address of Principal Executive Offices) (Zip Code)
(614) 438-3210
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
|
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common
Shares, without par value |
WOR |
NYSE |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02. Results of
Operations and Financial Condition.
The following information is furnished pursuant to Item
2.02:
On March 22, 2023, Worthington Industries, Inc. (the
“Registrant”) issued a news release (the “Financial News Release”)
reporting results for the three-month period ended February 28,
2023 (the fiscal 2023 third quarter) and the nine-month period
ended February 28, 2023. A copy of the Financial News Release is
furnished herewith as Exhibit 99.1.
The Registrant has included both GAAP financial measures and
non-GAAP financial measures in the Financial News Release to
provide investors with additional information that the Registrant
believes allows for increased comparability of the performance of
the Registrant’s ongoing operations from period to period. Please
see the Financial News Release for further explanations of why the
Registrant uses the non-GAAP financial measures and believes they
provide useful information to investors regarding the Registrant’s
financial condition and results of operations, as well as the
reconciliations of the non-GAAP financial measures to the most
directly comparable GAAP financial measures.
Item 8.01. Other
Events.
On March 22, 2023, the Registrant issued a news release (the
“Dividend Release”) reporting that the Registrant’s Board of
Directors declared a quarterly cash dividend of $0.31 per share in
respect of the Registrant’s common shares. The dividend was
declared on March 22, 2023, and is payable on June 29, 2023 to
shareholders of record at the close of business on June 15, 2023. A
copy of the Dividend Release is filed herewith as Exhibit 99.2.
Item 9.01. Financial
Statements and Exhibits.
(a) – (c) Not applicable.
(d) Exhibits:
The following exhibits are included with this Current Report on
Form 8-K:
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
WORTHINGTON INDUSTRIES INC |
| |
|
|
| |
|
|
| Date: March 22, 2023 |
By: |
/s/
Patrick J.
Kennedy |
| |
|
Patrick J. Kennedy |
| |
|
Vice President - General Counsel and
Secretary |
| |
|
|
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