Azz Inc 8-K, filed Feb 4, 2021
Azz Inc (AZZ)
8-K
2021-02-04
For: 2021-02-01
View Original
Added on
April 04, 2026
About this 8-K
Azz Inc filed this 8-K on February 4, 2021, reporting on events of February 1, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- 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. ☐
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 1, 2021, the Board of Directors (the “Board”) of AZZ Inc., a Texas corporation (the “Company”), appointed Ms. Carol R. Jackson and Mr. Clive A. Grannum to serve as members of the Board, effective immediately, with their initial terms expiring at the Company’s 2021 annual meeting of shareholders.
Ms. Jackson currently serves as President, Chief Executive Officer and Chairman of the Board of HarbisonWalker International, the largest supplier of ceramic refractories in the U.S. with operations in the U.S., Canada, Mexico, Europe, and Southeast Asia and commercial interests globally. Prior to joining HarbisonWalker, Ms. Jackson held a number of senior leadership roles at Carpenter Technology Corporation and PPG Industries, Inc., including General Manager of PPG’s Global Powder Coatings business. Ms. Jackson currently serves as a member of the board of directors and a member of the Audit, Nominating and Corporate Governance, and Scientific Advisory Committees of Sensient Technologies Corporation, a leading global developer, manufacturer, and marketer of colors, flavors, and fragrances. She also serves as Chairman and President of the World Refractories Association and is a director of Junior Achievement of Western Pennsylvania. Ms. Jackson holds a B.S. degree in Business Administration from Duquesne University, an M.B.A. from Carnegie Mellon University, and a Juris Doctorate from the University of Pittsburgh.
Mr. Grannum currently serves as President, Performance Alloys and Composites of Materion Corporation, a leading advanced materials supplier. Prior to joining Materion, Mr. Grannum served as Corporate Vice President, Corporate Officer and President – Global Chlorinated Organics at Olin Corporation. Prior to joining Olin, Mr. Grannum held a number of senior leadership roles at Dow Chemical Company, including President, Global Chlorinated Organics and SAFECHEM. Prior to joining Dow Chemical, he served as the Vice President of Plastic Additives for Rohm and Haas Company. Prior to Rohm and Haas, Mr. Grannum held multiple roles of increasing responsibility at The BOC Group and The ICI Group, with the last role being Vice President of ICI and Senior Vice President, Uniqema Americas. Mr. Grannum also serves as a director on the Boards of the Boys and Girls Clubs of Greater Saint Louis, an organization devoted to inspiring and enabling youth to reach their full potential, and MediNova N.Y., a non-profit organization that provides medical services free of charge to underprivileged communities. Mr. Grannum holds a B.S. degree in Aerospace Engineering from Boston University, and an M.B.A. from Yale University School of Management.
The Board has made an affirmative determination that Ms. Jackson and Mr. Grannum each qualify as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence. There are no arrangements or understandings between either of Ms. Jackson or Mr. Grannum and any other persons pursuant to which Ms. Jackson or Mr. Grannum was elected as a director of the Company, and there have been no transactions directly or indirectly involving Ms. Jackson or Mr. Grannum that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
Board committee assignments have not been determined for Ms. Jackson and Mr. Grannum as of the date of this filing.
Ms. Jackson and Mr. Grannum will be compensated for their services on the Board in accordance with the Company’s compensatory and other arrangements for non-employee directors, which are described in detail in the Company’s definitive proxy statement dated May 27, 2020, under the heading “Director Compensation.”
In addition to the new director appointments, on February 1, 2021, Mr. Kevern Joyce informed the Board of his decision to retire as a director and member of the Nominating and Corporate Governance Committee of the Board, which was effective on the same date of his notice. Mr. Joyce’s retirement is not the result of any dispute or disagreement with the Company.
A copy of the press release issued by the Company announcing the appointment of Ms. Jackson and Mr. Grannum and Mr. Joyce’s retirement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit.
The following exhibit is filed as part of this report.
| Exhibit No. | Description | ||||
| 99.1 | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| AZZ Inc. | |||||
| Date: February 4, 2021 | By: /s/ Tara D. Mackey | ||||
| Tara D. Mackey Chief Legal Officer and Secretary | |||||
AZZ Inc. Appoints Carol R. Jackson
and Clive A. Grannum to
the Board of Directors
February 4, 2021– FORT WORTH, TX - AZZ Inc. (NYSE:AZZ), a global provider of metal coating services, welding solutions, specialty electrical equipment, and highly engineered services, today announced the appointments of two new independent directors, Carol R. Jackson and Clive A. Grannum, to AZZ’s Board of Directors. Both Ms. Jackson and Mr. Grannum will serve as directors until they stand for election at AZZ’s next Annual Shareholders meeting in July 2021.
Ms. Jackson currently serves as President, Chief Executive Officer and Chairman of the Board of HarbisonWalker International, the largest supplier of ceramic refractories in the U.S. with operations in the U.S., Canada, Mexico, Europe, and Southeast Asia, and commercial interests globally. Prior to joining HarbisonWalker, Ms. Jackson held a number of senior leadership roles at Carpenter Technology Corporation and PPG Industries, Inc., including General Manager of PPG’s Global Powder Coatings business. Ms. Jackson currently serves as a member of the board of directors and a member of the Audit, Nominating and Corporate Governance, and Scientific Advisory Committees of Sensient Technologies Corporation, a leading global developer, manufacturer, and marketer of colors, flavors, and fragrances. She also serves as Chairman and President of the World Refractories Association and is a director of Junior Achievement of Western Pennsylvania. Ms. Jackson holds a B.S. degree in Business Administration from Duquesne University, an M.B.A. from Carnegie Mellon University, and a Juris Doctorate from the University of Pittsburgh.
Mr. Grannum currently serves as President, Performance Alloys and Composites of Materion Corporation, a leading advanced materials supplier. Prior to joining Materion, Mr. Grannum served as Corporate Vice President, Corporate Officer and President – Global Chlorinated Organics at Olin Corporation. Prior to joining Olin, Mr. Grannum held a number of senior leadership roles at Dow Chemical Company, including President, Global Chlorinated Organics and SAFECHEM. Prior to joining Dow Chemical, he served as the Vice President of Plastic Additives for Rohm and Haas Company. Prior to Rohm and Haas, Mr. Grannum held multiple roles of increasing responsibility at The BOC Group and The ICI Group, with the last role being Vice President of ICI and Senior Vice President, Uniqema Americas. Mr. Grannum also serves as a director on the Boards of the Boys and Girls Clubs of Greater Saint Louis, an organization devoted to inspiring and enabling youth to reach their full potential, and MediNova N.Y., a non-profit organization that provides medical services free of charge to underprivileged communities. Mr. Grannum holds a B.S. degree in Aerospace Engineering from Boston University, and an M.B.A. from Yale University School of Management.
Mr. Daniel Feehan, Chairman of AZZ’s Board of Directors, said, “We are pleased to welcome Carol and Clive as new independent directors on AZZ’s Board. Carol has built a distinguished career within both the Industrial and Coatings markets, and Clive brings experience in global manufacturing, business development, process improvement, and transformational growth. Their skills and experiences complement our existing directors’ industry and executive leadership experience and expertise in operations, finance, M&A, and governance/oversight.”
Mr. Feehan further noted, “The addition of Carol and Clive is another step in our ongoing board refreshment process.” The appointments were the result of a comprehensive search process conducted by the Board, with the assistance of a leading independent search firm, as part of the Board’s commitment to regular refreshment.
On February 1, 2021, Mr. Kevern R. Joyce, announced his retirement from his position as a member of the Board of AZZ. Mr. Feehan concluded “Mr. Joyce has served the shareholders of AZZ with honor and distinction throughout his 24-year tenure on the Board, including six years as Chairman. His valuable experience in the energy field and seasoned governance perspective will be missed. We thank him for his service.” Following Mr. Joyce’s retirement from the Board and with the appointments of Ms. Jackson and Mr. Grannum, the Company expects the Board to be comprised of nine members, eight of whom are independent, four of whom have been added within the last five years, and three of whom are gender or ethnically diverse. Mr. Feehan added, “We are confident that our new independent directors will make valuable contributions to AZZ’s strategic direction. We look forward to working on behalf of all stakeholders to continue driving future growth and enhancing shareholder value.”
About AZZ Inc.
AZZ Inc. is a global provider of metal coating solutions, welding solutions, specialty electrical equipment and highly engineered services to the power generation, transmission, distribution, and industrial markets. AZZ Metal Coatings is a leading provider of metal finishing solutions for corrosion protection, including hot dip galvanizing to the North American steel fabrication industry. AZZ Infrastructure Solutions is dedicated to delivering safe and reliable transmission of power from generation sources to end customers, and automated weld overlay solutions for corrosion and erosion mitigation to critical infrastructure in the energy markets worldwide.
Safe Harbor Statement
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,” “should,” “expects,” “plans,” “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. 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 power generation markets, electrical transmission and distribution markets, the industrial markets, and the metal coatings markets. In addition, within each of the markets we serve, our customers and our operations could potentially be adversely impacted by the ongoing COVID-19 pandemic. We could also experience fluctuations in prices and raw material cost, including zinc and natural gas which are used in the hot dip galvanizing process; supply-chain vendor delays ; customer requested delays of our products or services; delays in additional acquisition opportunities; currency exchange rates; adequacy of financing; 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 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 in AZZ’s Annual Report on Form 10-K for the fiscal year ended February 29, 2020 and other filings with the Securities and Exchange Commission (“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 in 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.
Company Contact:
David Nark, Senior Vice President of Marketing, Communications and Investor Relations
AZZ Inc.
(817) 810-0095
www.azz.com
Investor Contact:
Joe Dorame, Managing Partner
Lytham Partners
(602) 889-9700
www.lythampartners.com