Worthington Steel, Inc. (WS) failed to win approval for a domination and profit and loss transfer agreement with Kloeckner & Co SE. The vote took place at Kloeckner's extraordinary general meeting in Düsseldorf, Germany, according to a release dated Friday, October 23, 2026, that Worthington Steel furnished to the SEC with a Form 8-K.

The agreement, known as a DPLTA, was to link Kloeckner with Worthington Steel GmbH, a wholly owned indirect subsidiary of the Columbus, Ohio company. Without the shareholder backing it needed, the agreement is dead. The release gave no vote count, no approval threshold and no reason for the rejection.

Worthington Steel completed its voluntary takeover offer for Kloeckner on June 3, 2026. A delisting tender offer followed, and Worthington Steel now controls approximately 62% of Kloeckner's shares and votes. The vote leaves that majority position in place.

Kloeckner has been part of the group accounts since the June closing. The company said neither those accounts nor its financing setup change because of the vote.

Kloeckner keeps its current governance, so Worthington Steel cannot issue binding instructions to its management or take over its profits under a transfer deal. The company said it will chase the sales, purchasing and operating gains it can reach under that setup, as far as the law allows.

"The path forward is clear, and we will begin work immediately," said Geoff Gilmore, President and CEO. He added that the vote will affect "the timing, mix and manner in which certain goals can be realized, particularly in the near term."

The release's own list of risk factors now names "limitations on Worthington Steel's ability to direct Kloeckner's operations under the existing governance framework." It also cites delays in or failure to realize expected synergies.

Kloeckner shareholders did back two other items at the same meeting. They confirmed five Supervisory Board members, all named to the board by a court in July 2026, and voted through bylaw changes the company described as a way to make day to day governance simpler.

Kloeckner reported sales of about €6.4 billion in fiscal 2025 from around 110 warehouse and processing locations. On the release's own counts, the combined group now has roughly 12,000 employees at about 150 facilities, with Kloeckner included.

The release set no new timetable for synergies. The next quarterly report is the first chance to see how much of the Kloeckner plan moves forward without the control agreement in place.