Azz Inc 8-K, filed Jan 23, 2025
Azz Inc (AZZ)
8-K
2025-01-23
For: 2025-01-16
View Original
Added on
April 04, 2026
About this 8-K
Azz Inc filed this 8-K on January 23, 2025, reporting on events of January 16, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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)
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(817 ) 810-0095
(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 | Name of each exchange on which registered | ||||||||||||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On January 16, 2025, the Board of Directors (the “Board”) of AZZ Inc. (the “Company”) appointed Jeff Vellines, 50, as President and Chief Operating Officer of the Company's Precoat Metals business segment to be effective as of March 1, 2025 (the “Effective Date”). Mr. Vellines has served as President — Precoat Metals of the Company since March 2024 and previously served as Senior Vice President, Commercial Operations — Precoat Metals from November 2021 to March 2024. Prior to joining the Company, Mr. Vellines served as Vice President, Sales — Precoat Metals, formerly a division of Sequa Corporation. He holds a B.A. in Communications from the University of Illinois, and a M.B.A. from Northwestern's Kellogg School of Management.
In his position as President and Chief Operating Officer of Precoat Metals, beginning on the Effective Date the Company will pay Mr. Vellines an annual base salary of $435,000 for fiscal year 2026. For fiscal year 2026, he will have the opportunity to earn an annual cash incentive award under the Company’s Senior Management Bonus Plan (the “STI Plan”), with a target amount of 70% of his annual base salary upon the achievement of certain individual and Company performance metrics. Mr. Vellines will also receive fiscal year 2026 annual equity target awards based upon 100% of his annual base salary, consisting of: (i) 50% performance share units ("PSUs") that vest and are settled at the end of a three-year performance cycle based upon the achievement of pre-determined performance metrics relative to the Company's industry peer performance, and (ii) 50% restricted stock units ("RSUs") that vest one-third each year, subject to continued employment, both of which will be issued under the Company's 2023 Long-Term Incentive Plan (the "2023 LTI Plan").
Name | Position | FY2026 Base Salary | FY2026 STI Plan Target Value | FY2026 2023 LTI Plan Target Value | ||||||||||
Jeff Vellines | President and Chief Operating Officer – Precoat Metals | $435,000 | $304,500 | $435,000 | ||||||||||
Mr. Vellines will continue to participate in the Company's health and welfare benefit plans that are applicable to other employees. In addition, he is eligible to participate in the AZZ Inc. Executive Officer Severance Plan (the “Executive Severance Plan”) and receive benefits in the event his employment is terminated by the Company without Cause, by him for Good Reason or in the event of a Change in Control (each term as defined in the Executive Severance Plan). The Executive Severance Plan provides for severance payments which may include a maximum payment of: (i) 200% of the total of his annual base salary and target cash bonus, (ii) accrued paid time off through the date of termination, (iii) a pro-rated annual cash bonus at target for the number of days of employment in the fiscal year of termination, (iv) full vesting of all outstanding time-based equity awards, and (v) COBRA continuation coverage for 24 months, based upon the reason for termination. In the event of a termination, the receipt of severance payments is conditioned upon the execution of a general release in a form approved by the Company.
There are no arrangements or understandings between Mr. Vellines and any other person pursuant to which he was appointed as an officer. He does not have any family relationship with any director or other executive officer of the Company, and there are no transactions directly or indirectly in which Mr. Vellines has an interest requiring disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
Consistent with the Company’s succession planning and executing on its strategic growth plan, and in conjunction with Mr. Vellines appointment to his new role, Kurt Russell, who currently serves as the Company’s Chief Operating Officer of the Precoat Metals business segment, will as of the same Effective Date, transition to the role of Senior Vice President and Chief Strategic Officer, where he will focus on several of the Company’s strategic growth initiatives.
| Item 7.01 | Regulation FD Disclosure. | ||||
On January 23, 2025, the Company issued a press release announcing these changes in executive leadership, a copy of which is furnished as Exhibit 99.1 hereto. Such press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that Section unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
The following exhibit is filed as part of this report.
| Exhibit | Description | ||||
| 99.1 | |||||
104 | Cover Page Interactive Date File (embedded with the Inline XBRL document). | ||||
SIGNATURES
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.
| AZZ Inc. | |||||
| Date: January 23, 2025 | By: /s/ Tara D. Mackey | ||||
| Tara D. Mackey Chief Legal Officer and Secretary | |||||
AZZ Inc. Appoints Jeff Vellines as President and Chief Operating Officer and Kurt Russell as
Senior Vice President and Chief Strategic Officer
January 23, 2025 - FORT WORTH, TX - AZZ Inc. (NYSE: AZZ), the leading independent provider of hot-dip galvanizing and coil coating solutions in North America, announced today that effective March 1, 2025, Mr. Jeff Vellines will serve as President and Chief Operating Officer of the Precoat Metals business segment. Mr. Kurt Russell, AZZ’s former President and Chief Operating Officer of the Precoat Metals business segment will transition into Senior Vice President and Chief Strategic Officer, where he will focus on several growth initiatives for the Company.
Mr. Vellines joined Precoat Metals in 2011 as Director of Strategic Planning where his primary focus was the integration of Roll Coater which had been acquired by Precoat. He was later promoted to the position of Vice President of Sales in 2013, and again in 2021, when he assumed responsibility for all Commercial Operations at Precoat as Senior Vice President. Most recently Jeff was appointed as President of AZZ Precoat Metals in the first quarter of 2024. Prior to joining Precoat, Jeff held a number of leadership roles at both Roll Coater and Material Sciences Corporation. He has a B.A. in Communications from the University of Illinois, and a M.B.A. from Northwestern’s Kellogg School of Management.
Tom Ferguson, Chief Executive Officer of AZZ, said “We are excited to have Kurt Russell, with his tremendous experience in the metal coatings industry and successful track record leading AZZ Precoat Metals, move into the newly created Chief Strategic Officer role to support our stated objective to grow more aggressively in the coatings space. Jeff Vellines role is being expanded to include Kurt’s current duties as Chief Operating Officer of AZZ Precoat Metals. Both promotions are a testament to our leadership bench strength, commitment to developing great talent, and emphasis on executing our strategic plans.”
About AZZ Inc.
Certain statements herein about our expectations of future events or results constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as "may," "could," "should," "expects," "plans," "will," "might," "would," "projects," "currently," "intends," "outlook," "forecasts," "targets," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Such forward-looking statements are based on currently available competitive, financial, and economic data and management’s views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. Forward-looking statements speak only as of the date they are made and are subject to risks that could
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cause them to differ materially from actual results. Certain factors could affect the outcome of the matters described herein. This press release may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand for our products and services, including demand by the construction markets, the industrial markets, and the metal coatings markets. We could also experience additional increases in labor costs, components and raw materials including zinc and natural gas, which are used in our hot-dip galvanizing process; supply-chain vendor delays; customer requested delays of our products or services; delays in additional acquisition opportunities; an increase in our debt leverage and/or interest rates on our debt, of which a significant portion is tied to variable interest rates; availability of experienced management and employees to implement AZZ’s growth strategy; a downturn in market conditions in any industry relating to the products we inventory or sell or the services that we provide; economic volatility, including a prolonged economic downturn or macroeconomic conditions such as inflation or changes in the political stability in the United States and other foreign markets in which we operate; acts of war or terrorism inside the United States or abroad; and other changes in economic and financial conditions. AZZ has provided additional information regarding risks associated with the business, including in Part I, Item 1A. Risk Factors, in AZZ's Annual Report on Form 10-K for the fiscal year ended February 29, 2024, and other filings with the SEC, available for viewing on AZZ's website at www.azz.com and on the SEC's website at www.sec.gov. You are urged to consider these factors carefully when evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. These statements are based on information as of the date hereof and AZZ assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor Relations and Company Contact:
David Nark, Senior Vice President of Marketing, Communications, and Investor Relations
AZZ Inc.
(817) 810-0095
www.azz.com
Investor Contact:
Sandy Martin / Phillip Kupper
Three Part Advisors
(214) 616-2207
www.threepa.com
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