UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 14A
 
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )
 
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Preliminary Proxy Statement
 
o
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o
Definitive Proxy Statement
 
x
Definitive Additional Materials
 
o
Soliciting Material under § 240.14a-12

 
Worthington Industries, Inc.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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WORTHINGTON INDUSTRIES, INC.
SUPPLEMENTAL PROXY MATERIALS
AUGUST 19, 2010






Due to an administrative error, the Proxy Statement for our 2010 Annual Meeting of Shareholders misstated the number of our common shares outstanding on the August 10, 2010 record date and entitled to vote at the Annual Meeting.  The correct number of common shares is 76,418,847 (and not 79,244,171 common shares, as shown on pages 1, 3, and 5 of the Proxy Statement).  Also, the percentages of our common shares held by certain shareholders as of the August 10, 2010 record date (as shown on pages 3 and 5) were stated incorrectly.  The correct percentages are  (a) on page 3:  John P. McConnell – 23.3%; Southeastern Asset Management, Inc. – 8.8%; and BlackRock, Inc. – 6.6%; and (b) on page 5:  John P. McConnell – 23.3%; and All Current Directors and Executive Officers as a Group (20 people) – 25.3%.
 
 
 
 
DEFINITIVE ADDITIONAL MATERIAL
RELATED TO PROXY STATEMENT
FILED WITH SEC ON AUGUST 18, 2010




I.           Worthington Industries, Inc. (“Worthington Industries”) hereby amends its Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2010 (“Definitive Proxy Statement”) to amend the number of issued and outstanding common shares on the Record Date entitled to vote at the Annual Meeting as follows:

 
Voting at the Annual Meeting
 
 
Only shareholders of record at the close of business on August 10, 2010 (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 19, 2010.  The total number of issued and outstanding common shares on the Record Date entitled to vote at the Annual Meeting was 76,418,847.  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.
 
II           Worthington Industries hereby amends its Definitive Proxy Statement to amend the percentage ownership of Worthington Industries’ common shares in the Security Ownership of Certain Beneficial Owners and Management table (as shown on page 3 of the Definitive Proxy Statement) as follows:

Security Ownership of Certain Beneficial Owners and Management
 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
18,047,279
(2)
23.3%
Southeastern Asset Management, Inc.
  Longleaf Partners Small-Cap Fund
  O. Mason Hawkins
  6410 Poplar Ave., Suite 900
  Memphis, TN  38119
6,708,400
(3)
 8.8%
BlackRock, Inc.
  40 East 52nd Street
  New York, NY 10022  
5,023,488
(4)
 6.6%
________________________
(1)
The “Percent of Outstanding Common Shares” is based on the sum of 76,418,847 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”).


III.           Worthington Industries hereby amends its Definitive Proxy Statement to amend the percentage ownership of Worthington Industries’ common shares in the Security Ownership of Certain Beneficial Owners and Management table on page 5 of the Definitive Proxy Statement as follows:
 
 
 
 

   
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
5,436(4)
*
--
John B. Blystone
73,655(5)(6)
*
--
Michael J. Endres
117,650(5)(7)
*
39,305
Harry A. Goussetis (8)
149,292(9)
*
9,584
Peter Karmanos, Jr.
105,550(5)(10)
*
49,021
John R. Kasich
55,550(5)(11)
*
14,287
John P. McConnell (8)
18,047,279(12)
23.3%
--
Carl A. Nelson, Jr.
53,550(5)(13)
*
--
Sidney A. Ribeau
55,550(5)(14)
*
12,311
B. Andrew Rose (8)
89,053(15)
*
--
Mark A. Russell (8)
112,491(16)
*
75,954
Mary Schiavo
59,561(5)(17)
*
845
George P. Stoe (8)
229,978(18)
*
59,128
All Current Directors and Executive Officers as a Group (20 people)
19,903,018(19)
25.3%
263,842
 ________________________
*  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) 76,416,847 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.