8-K - AZZ - Equibles

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

July 2, 2020

Date of Report (Date of earliest event reported)

AZZ Inc.

(Exact name of Registrant as specified in its charter)

Texas	1-12777	75-0948250
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)

One Museum Place, Suite 500

3100 West 7th Street

Fort Worth, Texas 76107

(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
Common Stock	AZZ	New York Stock Exchange

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 July 2, 2020, AZZ Inc.'s (the "Company") Board of Directors appointed Mr. Bryan Stovall to serve as the Company’s Chief Operating Officer - Metal Coatings. Mr. Stovall has been employed with the Company for 27 years, having served most recently as President - AZZ Galvanizing Solutions from 2019 until the present. From 2018 to 2019, Mr. Stovall served as the Senior Vice President - Metal Coatings. From 2013 to 2018, Mr. Stovall served as Vice President, Galvanizing - Central Operations and Vice President, Galvanizing - Southern Operations from 2009 to 2012.

In his new position as Chief Operating Officer - Metal Coatings, Mr. Stovall will receive an annual base salary of $345,000. He will also continue to be eligible for an annual cash award under the Company's Senior Management Bonus Plan ("STI Plan") with a target award of 55% of his base salary and continue to participate in the Company's 2014 Long Term Incentive Plan (the "LTI Plan") with a target equity award value of $250,000 in the form of 60% restricted stock units and 40% performance share units. Additionally, Mr. Stovall will continue to receive retirement, health and welfare and other benefits and will participate in the Company's Executive Change in Control Severance Agreement ("Change in Control Agreement").

The foregoing summary descriptions of the STI Plan, the Change in Control Agreement and the LTI Plan are qualified in their entirety by reference to the description of the STI Plan and the Change in Control Agreement described in detail in the Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) by the Company on May 27, 2020 and the terms of the LTI Plan, a copy of which is included as Annex A to the Proxy Statement on Schedule 14A filed by the Company on May 29, 2014 and incorporated herein by reference, respectively.

There is no arrangement or understanding between Mr. Stovall and any other person pursuant to which he was appointed as Chief Operating Officer - Metal Coatings. There are no family relationships between Mr. Stovall and any of the Company’s directors, executive officers or other key personnel reportable under Item 401(d) of Regulation S-K. There are no related party transactions between the Company and Mr. Stovall reportable under Item 404(a) of Regulation S-K.

5.07 Submission of Matters to a Vote of Security Holders.

On July 8, 2020, the Company held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved three proposals. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 27, 2020. The final voting results with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1. Election of eight directors each to serve for a one year term until the next annual shareholders meeting.

	For	Withheld	Broker Non-Votes
Daniel E. Berce	19,848,474	2,367,570	2,016,523
Paul Eisman	21,897,783	318,261	2,016,523
Daniel R. Feehan	17,277,883	4,938,161	2,016,523
Thomas E. Ferguson	21,862,047	353,997	2,016,523
Kevern R. Joyce	21,491,929	724,115	2,016,523
Venita McCellon-Allen	21,841,230	374,814	2,016,523
Ed McGough	21,771,444	444,600	2,016,523
Steven R. Purvis	21,778,663	437,381	2,016,523

Proposal 2. Approval of the Say-On-Pay proposal on the Company’s executive compensation program.

For	Against	Abstain	Broker Non-Votes
21,895,859	300,486	19,699	2,016,523

Proposal 3. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2021.

For	Against	Abstain
24,120,839	73,435	38,293

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

The following exhibit is filed as part of this report.

Exhibit No.	Description
99.1	Press release issued by AZZ Inc., dated July 8, 2020.

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: July 8, 2020	By: /s/ Tara D. Mackey
	Tara D. Mackey<br>Chief Legal Officer and Secretary

Document

AZZ Inc. Announces Key Management Promotions

July 08, 2020 - 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 promotions of Bryan Stovall to Chief Operating Officer of AZZ’s Metal Coatings Segment and David Nark to Senior Vice President of Strategic Marketing, Communications and Investor Relations.

Mr. Stovall joined AZZ in 1993 and held positions of increasing levels of responsibility as the business grew into the largest provider of hot dip galvanizing solutions in North America. Most recently, Mr. Stovall served as Senior Vice President and President of AZZ Galvanizing Solutions, managing AZZ’s network of 41 hot-dip galvanizing plants. In his new role, Mr. Stovall’s responsibilities will include the operational leadership of both the Galvanizing and Surface Technologies operating platforms throughout North America, and he will play a key strategic role on the executive team.

Mr. Nark joined AZZ in 2013 as Vice President of Marketing and Communications, and will now add Investor Relations to his job responsibilities. Mr. Nark will be responsible for improving AZZ’s overall communications, enhancing the Company’s strategic content, and building strong relationships with the investor community.

Tom Ferguson, Chief Executive Officer stated “I am pleased to announce the promotions of Bryan Stovall and David Nark. Both Bryan and David have achieved outstanding results in their respective roles at AZZ. Bryan is a proven results-driven leader and has been instrumental in overseeing the strategic growth and profitability of our Galvanizing Solutions business. I am confident that consolidating both Galvanizing and Surface Technologies under his leadership will result in a more successful Metal Coatings Segment in the years to come. Over the last seven years, David has successfully strengthened our marketing and communications capabilities and his experience will be advantageous in overseeing our investor relations program.”

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 Energy 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