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):                                January 28, 2016                                  

 
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)
 
(IRS Employer
Identification No.)
 
200 Old Wilson Bridge Road, Columbus, Ohio
 
43085
(Address of principal executive offices)
 
 (Zip Code)
 
Registrant's telephone number, including area code:
 
(614) 438-3210
 
 
 
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))
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
 
On January 28, 2016, Worthington Industries, Inc. (the "Company") announced that Mark A. Russell, President and Chief Operating Officer of the Company, also assumed the responsibilities as the interim President of Worthington Cylinder Corporation (the Pressure Cylinders business) following the resignation of Andrew J. Billman.

Mr. Russell served as President of The Worthington Steel Company (the Steel Processing business) from February 2007 until he became the Company's President and Chief Operating Officer in August 2012.  Biographical and other information concerning Mr. Russell is set forth in the Company's most recent definitive proxy statement (for the 2015 Annual Meeting of Shareholders held on September 24, 2015) and in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2015, filed with the Securities and Exchange Commission on July 30, 2015, and such information is incorporated herein by reference.

Mr. Billman had served in various positions with the Company for nearly 20 years and was named President of Worthington Cylinder Corporation in August 2011.  Mr. Billman has left the Company to pursue other interests.

A copy of the news release issued by the Company on January 28, 2016 announcing Andrew J. Billman's resignation is included with this Current Report on Form 8-K as Exhibit 99.1.

In connection with Mr. Billman's resignation, Mr. Billman and the Company have agreed that:

1.
Mr. Billman will receive, for a one-year period, continued bi-weekly payments which in total will approximate his current annual base salary plus his targeted annual bonus for the fiscal year ending May 31, 2016.

2.
Mr. Billman will receive a lump sum payment of approximately $250,000, in lieu of any proration of his long-term incentive cash and performance share awards for the three year period ending May 31, 2016 and his restricted share award which would have vested June 2016.
 
Item 9.01
 
Financial Statements and Exhibits.
 
(a) – (c) 
 
 Not applicable.
 
(d)
 
 Exhibits:
 
 
 99.1  News Release issued by Worthington Industries, Inc. on January 28, 2016.
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 WORTHINGTON INDUSTRIES, INC.
 
 
Date: January 29, 2016 
 
 
By:  /s/Dale T. Brinkman                                                  
 
Dale T. Brinkman, Vice President-
Administration, General Counsel & Secretary



Exhibit 99.1
 
 
 
Worthington Announces Pressure Cylinders Leadership Change

COLUMBUS, Ohio, January 28, 2016 – Worthington Industries, Inc. (NYSE: WOR) today announced that Mark Russell, president and COO, became interim president of the Pressure Cylinders business following the resignation of Andy Billman.  Russell served as president of the Steel Processing business beginning in 2007 before becoming Worthington's president and COO in August of 2012.

Billman was with Worthington for nearly 20 years, named president of Pressure Cylinders in August 2011 and has left the Company to pursue other interests.

About Worthington Industries
Worthington Industries is a leading global diversified metals manufacturing company with 2015 fiscal year sales of $3.4 billion.  Headquartered in Columbus, Ohio, Worthington is North America's premier value-added steel processor providing customers with wide ranging capabilities, products and services for a variety of markets including automotive, construction and agriculture; a global leader in manufacturing pressure cylinders for industrial gas and cryogenic applications, CNG and LNG storage, transportation and alternative fuel tanks, oil and gas equipment, and brand consumer products for camping, grilling, hand torch solutions and helium balloon kits; and a manufacturer of operator cabs for heavy mobile industrial equipment; laser welded blanks for light weighting applications; automotive racking solutions; and through joint ventures, complete ceiling grid solutions;  automotive tooling and stampings; and steel framing for commercial construction.  Worthington employs approximately 10,000 people and operates 80 facilities in 11 countries. 

Founded in 1955, the Company operates under a long-standing corporate philosophy rooted in the golden rule. Earning money for its shareholders is the first corporate goal. This philosophy serves as the basis for an unwavering commitment to the customer, supplier, and shareholder, and as the Company's foundation for one of the strongest employee-employer partnerships in American industry.


Safe Harbor Statement
The company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 ("the Act").  Statements by the company which are not historical information constitute "forward looking statements" within the meaning of the Act.  All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected.  Factors that could cause actual results to differ materially include risks described from time to time in the company's filings with the Securities and Exchange Commission.

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