|
AZZ INCORPORATED
|
(Name of Registrant as Specified In Its Charter)
|
|
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
|
|
x
|
|
|
No fee required.
|
|
|
|
|
o
|
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
|
1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
|
|
|
4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
5)
|
|
Total fee paid:
|
|
|
|
|
|
|
|
|
o
|
|
|
Fee paid previously with preliminary materials.
|
|
|
|
|
o
|
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
|
|
|
|
|
|
1)
|
|
Amount Previously Paid:
|
|
|
|
|
|
2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
3)
|
|
Filing Party:
|
|
|
|
|
|
4)
|
|
Date Filed:
|
|
|
|
|
|
|
|
|
(1)
|
to elect eight directors to hold office, each for a one year term;
|
(2)
|
to adopt an Amended and Restated Certificate of Formation for the purpose of consolidating the previous amendments to the Company’s Articles of Incorporation and shortening the Company’s name;
|
(3)
|
to re-approve the material terms of the Company’s Senior Management Bonus Plan for the purpose of allowing the Company to grant qualified “performance-based compensation” thereunder;
|
(4)
|
to hold an advisory vote on the Company’s executive compensation (“Say-on-Pay”);
|
(5)
|
to hold an advisory vote to determine the frequency of future advisory votes on executive compensation (“Frequency of Say-on-Pay”);
|
(6)
|
to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for our fiscal year ending February 29, 2016; and
|
(7)
|
to transact any other business as may properly come before the Annual Meeting or any adjournment.
|
TABLE OF CONTENTS
|
Page
|
|
|
General Information About the Annual Meeting and Voting
|
1
|
|
|
Proposal 1 – Election of Directors
|
7
|
|
|
Proposal 2 – Approval of the Adoption of an Amended and Restated Certificate of Formation
|
10
|
|
|
Proposal 3 – Re-Approval of the Material Terms of the Senior Management Bonus Plan For Purposes of Complying With Section 162(m) of the Internal Revenue Code
|
11
|
|
|
Proposal 4 – Approval of the Say-on-Pay Proposal
|
13
|
|
|
Proposal 5 – Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
|
14
|
|
|
Proposal 6 – Ratification of Appointment of Independent Registered Public Accounting Firm
|
15
|
|
|
Corporate Governance
|
15
|
|
|
Director Compensation
|
20
|
|
|
Non-Employee Director Stock Ownership Guidelines
|
22
|
|
|
Certain Relationships and Related Party Transactions
|
22
|
|
|
Security Ownership of Management and Directors
|
25
|
|
|
Security Ownership of Certain Beneficial Owners
|
27
|
|
|
Executive Compensation
|
28
|
Compensation Discussion and Analysis
|
28
|
Compensation Committee Report
|
41
|
Summary Compensation Table
|
42
|
Grants of Plan Based Awards
|
44
|
Outstanding Equity Awards at Fiscal Year End
|
45
|
Option/SARs Exercises and Stock Vested for Fiscal Year 2015
|
46
|
Potential Payments Upon Termination or Change of Control
|
46
|
|
|
Audit Committee Report
|
55
|
|
|
Other Matters
|
56
|
|
|
Relationship With Independent Auditors
|
56
|
|
|
Shareholder Proposals for 2016 Annual Meeting
|
57
|
|
|
Appendix A – Amended and Restated Certificate of Formation
|
A-1
|
|
|
Appendix B – Senior Management Bonus Plan
|
B-1
|
|
•
|
|
This Proxy Statement for the Annual Meeting; and
|
|
•
|
|
The Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015, as filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2015 (the “Annual Report”).
|
•
|
The election of eight nominees to the Company’s board of directors named in this Proxy Statement, each for a term of one year (Proposal 1);
|
•
|
The adoption of an Amended and Restated Certificate of Formation for the purpose of consolidating the previous amendments to the Company’s Articles of Incorporation and shortening the Company’s name (Proposal 2);
|
•
|
The re-approval of the material terms of the Company’s Senior Management Bonus Plan for the purpose of allowing the Company to grant qualified “performance-based compensation” thereunder (Proposal 3);
|
•
|
A non-binding advisory resolution to approve AZZ’s executive compensation (Proposal 4);
|
•
|
A non-binding advisory vote to determine the frequency of future advisory votes on AZZ’s executive compensation (Proposal 5); and
|
•
|
Ratification of the appointment of BDO USA, LLP to serve as AZZ’s independent registered public accounting firm for the fiscal year ending February 29, 2016 (Proposal 6).
|
•
|
“FOR” the election of the eight nominees to serve on the Board for a one year term (Proposal 1);
|
•
|
“FOR” the adoption of Amended and Restated Certificate of Formation for the purpose of consolidating all of the previous amendments to AZZ’s original Articles of Incorporation and shortening the Company’s name (Proposal 2);
|
•
|
“FOR” the re-approval of the material terms of the Senior Management Bonus Plan for purposes of allowing the Company to grant qualified “performance-based compensation” thereunder (Proposal 3);
|
•
|
“FOR” the approval of AZZ’s executive compensation (Proposal 4);
|
•
|
“FOR” the option to provide shareholders with the opportunity to vote on AZZ’s executive compensation “Every Year” (Proposal 5); and
|
•
|
“FOR” the ratification of the appointment of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the year ending February 29, 2016 (Proposal 6).
|
|
•
|
|
View the Company’s proxy materials for the Annual Meeting; and
|
|
•
|
|
Instruct the Company to send future proxy materials to you by email.
|
|
•
|
|
In person
. You may vote in person at the Annual Meeting by requesting a ballot when you arrive. You must bring valid picture identification such as a driver’s license or passport and may be requested to provide proof of stock ownership as of the Record Date.
|
|
•
|
|
Via the Internet
. You may vote by proxy via the Internet by following the instructions provided in the Notice.
|
|
•
|
|
By Telephone
. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll free number found on the proxy card.
|
|
•
|
|
By Mail
. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.
|
|
•
|
|
In person
. If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copy of the legal proxy to the Annual Meeting and ask for a ballot when you arrive. You must also bring valid picture identification such as a driver’s license or passport. In order for your vote to be counted, you must provide both the copy of the legal proxy and your completed ballot to the inspector of election.
|
|
•
|
|
Via the Internet
. You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in your Notice. The availability of Internet voting may depend on the voting process of the organization that holds your shares.
|
|
•
|
|
By Telephone
. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll free number found on the voting instruction form. The availability of telephone voting may depend on the voting process of the organization that holds your shares.
|
|
•
|
|
By Mail
. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided.
|
|
•
|
|
Are entitled to vote and you are present in person at the Annual Meeting; or
|
|
•
|
|
Have properly voted by proxy on the Internet, by telephone or by submitting a proxy card or voting instruction form by mail.
|
|
•
|
|
Indicate when voting on the Internet or by telephone that you wish to vote as recommended by AZZ’s board of directors; or
|
|
•
|
|
Sign and return a proxy card without giving specific voting instructions,
|
|
•
|
|
As necessary to meet applicable legal requirements;
|
|
•
|
|
To allow for the tabulation and certification of votes; and
|
|
•
|
|
To facilitate a successful proxy solicitation.
|
|
AZZ incorporated
|
|
Investor Relations
|
|
One Museum Place, Suite 500
|
|
3100 West 7th Street
|
|
Fort Worth, TX 76107
|
Director
|
Nominating and Corporate Governance Committee
|
Audit
Committee
|
Compensation
Committee
|
Daniel E. Berce
|
|
|
|
Martin C. Bowen
|
|
|
|
H. Kirk Downey
|
|
|
|
Daniel R. Feehan
|
|
|
|
Peter A. Hegedus
|
|
|
|
Kevern R. Joyce
|
|
|
|
Stephen E. Pirnat
|
|
|
|
Sam Rosen
|
|
|
|
•
|
Recommend the retention of consultants, legal, financial, or other professional advisors who are to report directly to the board of directors;
|
•
|
Coordinate with committee chairs in the development and recommendations regarding board and committee meeting schedules.
|
•
|
The audit committee oversees the integrity of the financial statements of the Company, the independent auditor's qualifications and independence, the performance of the Company's internal audit function and independent auditors; and the Company’s compliance with legal and regulatory requirements. Complaints and concerns relating to AZZ’s accounting matters should be communicated to the audit committee. Any such communications may be made on an anonymous basis. Any concerns or complaints may be reported to the audit committee through a third-party vendor, NAVEX Global Inc., which has been retained by the audit committee for this purpose. The AZZ Alertline may be accessed toll-free at 1 (855) 268-6428 or via the website at https://azz.alertline.com. Outside parties, including customers, vendors, suppliers or shareholders may bring issues regarding accounting matters to the attention of the audit committee by writing to: Audit Committee c/o Tara D. Mackey, chief legal officer, AZZ incorporated, 3100 West 7
th
St., Suite 500, Fort Worth, TX 76107. All complaints and concerns will be reviewed under the direction of the audit committee and oversight provided by the chief legal officer and other appropriate persons as determined by the audit committee.
|
•
|
The compensation committee oversees the risks relating to the Company’s compensation philosophy and programs and generally evaluates any potential effect the Company’s compensation structure may have on management risk taking. The compensation committee also monitors risks relating to the overall management and organizational structure, as well as succession planning at the executive officer and key leadership levels.
|
•
|
The nominating and corporate governance committee provides oversight on the composition of the board of directors and it’s committees and provides leadership to the board in maintaining best corporate practices in the Company’s corporate governance principles and practices. Many of our corporate policies are summarized in the Code of Ethics, including our policies regarding conflict of interest, insider trading, related party transactions, confidentiality and compliance with laws and regulations applicable to the conduct of our business. All officers, directors, employees and representatives are required to understand, acknowledge to be bound by the Code of Ethics and are subject to disciplinary action, including termination, for violations. The Code of Ethics is published on our website at www.azz.com under the heading “Investor Relations/Corporate Governance/Code of Ethics.” Any amendments to the Code of Ethics or the grant of a waiver from a provision of the Code of Ethics requiring disclosure under applicable SEC rules will be disclosed on our website. Under our Code of Ethics, directors, officers and employees are expected to report any violation or waiver of any provision of the Code of Ethics to the Chief Legal Officer. Anyone may report matters of concern to the AZZ legal department through our anonymous, confidential toll-free AZZ Alertline at 1 (855) 268-6428, online at https://azz.alertline.com,
or
by writing to the Chief Legal Officer, AZZ incorporated, 3100 West 7
th
St., Suite 500, Fort Worth, TX.
|
Service
|
Fee Amount
|
||
Annual Retainer for Board Service
(1)
|
|
$40,000
|
|
Annual Retainer for Board Chairman Service
|
|
$60,000
|
|
Annual Audit Committee Chairman Retainer
|
|
$3,000
|
|
Annual Compensation Committee Chairman Retainer
|
|
$1,500
|
|
Annual Nominating and Corporate Governance Committee Chairman Retainer
|
|
$1,500
|
|
Quarterly Board Meeting Fee
|
|
$2,500
|
|
Audit Committee Meeting Fee
|
|
$1,500
|
|
Compensation Committee Meeting Fee
|
|
$1,000
|
|
Nominating and Corporate Governance Committee Meeting Fee
|
|
$1,000
|
|
Name
|
|
Fees
Earned or
Paid in Cash
($)
|
|
Stock
Awards
($)(1)
|
|
Option/
SARs
Awards
($)(2)
|
|
Total
($)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel E. Berce
|
|
$
|
58,000
|
|
$
|
89,800
|
|
$
|
27,251
|
|
$
|
175,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin C. Bowen
|
|
$
|
44,000
|
|
$
|
89,800
|
|
$
|
27,251
|
|
$
|
161,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Kirk Downey
|
|
$
|
48,000
|
|
$
|
89,800
|
|
$
|
27,251
|
|
$
|
165,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel R. Feehan
|
|
$
|
48,000
|
|
$
|
89,800
|
|
$
|
27,251
|
|
$
|
165,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter A. Hegedus
|
|
$
|
45,000
|
|
$
|
89,800
|
|
$
|
27,251
|
|
$
|
162,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevern R. Joyce
|
|
$
|
120,700
|
|
$
|
89,800
|
|
$
|
27,251
|
|
$
|
237,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dana L. Perry
(3)
|
|
$
|
30,625
|
|
$
|
0
|
|
$
|
0
|
|
$
|
30,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen E. Pirnat
(5)
|
|
$
|
23,333
|
|
$
|
89,800
|
|
$
|
0
|
|
$
|
113,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sam Rosen
|
|
$
|
44,000
|
|
$
|
89,800
|
|
$
|
27,251
|
|
$
|
161,051
|
(1)
|
The amounts in this column for the fiscal year ended February 28, 2015 reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 for stock awards granted to each of the non-employee directors under the 2014 Plan. Assumptions used in the calculation of this amount are included in footnote 11 to the Company’s audited financial statements for the fiscal year ended February 28, 2015, included in the Annual Report.
|
(2)
|
The amounts in this column for the fiscal year ended February 28, 2015 reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 for SARs awards granted to each of the non-employee directors under the 2005 Plan. Assumptions used in the calculation of this amount are included in footnote 11 to the Company’s audited financial statements for the fiscal year ended February 28, 2015, included in the Annual Report.
|
(3)
|
The amount reported is pro-rated based upon Mr. Perry becoming a non-employee director as of June 1, 2014 upon his retirement from AZZ.
|
(4)
|
Mr. Pirnat became a director on July 8, 2014. He received 2,000 shares of common stock that was awarded to all directors on March 3, 2014 for his service on the board of directors for fiscal year 2015. Mr. Pirnat was not a director of AZZ on the date of the SAR awards.
|
•
|
general knowledge of the electrical and industrial products industry, galvanizing services or highly engineered welding services industry, globally, as well as domestically;
|
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial
Ownership
(1)
|
|
Percent of
Class
|
Daniel E. Berce
|
|
45,842
(2)
|
|
*
|
Martin C. Bowen
|
|
41,624
(3)
|
|
*
|
Dr. H. Kirk Downey
|
|
12,608
(4)
|
|
*
|
Matt Emery
|
|
861
(5)
|
|
*
|
Daniel R. Feehan
|
|
47,636
(6)
|
|
*
|
Paul W. Fehlman
|
|
2,000
(7)
|
|
*
|
Thomas E. Ferguson
|
|
7,500
(8)
|
|
*
|
Peter A. Hegedus
|
|
26,118
(9)
|
|
*
|
Kevern R. Joyce
|
|
54,777
(10)
|
|
*
|
Tim E. Pendley
|
|
32,590
(11)
|
|
*
|
Dana L. Perry
|
|
504,685
(12)
|
|
2%
|
Stephen Pirnat
|
|
2,000
|
|
*
|
Sam Rosen
|
|
40,160
(13)
|
|
*
|
Robert J. Steines
|
|
404
(14)
|
|
*
|
|
|
|
|
|
All Current Directors and Executive
Officers as a Group
|
|
819,319
|
|
3.2%
|
(1)
|
Each person named in the table has sole investment and voting power with respect to all shares of common stock shown to be beneficially owned by such person. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. The percentage of voting stock held is based upon 25,765,025 shares outstanding as of April 15, 2015.
|
(2)
|
Does not include 17,422 SARs that Mr. Berce has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock of an amount equal to the excess value of the grant date price over the exercise price.
|
(3)
|
Does not include 17,422 SARs that Mr. Bowen has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
(4)
|
Does not include 1,896 SARs that Dr. Downey has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
(5)
|
Does not include 2,313 SARs that Mr. Emery has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
(6)
|
Does not include 17,422 SARs that Mr. Feehan has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
(7)
|
Does not include 2,696 SARs that Mr. Fehlman has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
(8)
|
Does not include 18,824 SARs that Mr. Ferguson has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
(9)
|
Does not include 1,896 SARs that Mr. Hegedus has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
(10)
|
Does not include 1,896 SARs that Mr. Joyce has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
(11)
|
Does not include 16,833 SARs that Mr. Pendley has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
(12)
|
Does not include 109,071 SARs that Mr. Perry has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
(13)
|
Does not include 12,248 SARs that Mr. Rosen has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
(14)
|
Does not include 1,389 SARs that Mr. Steines has the right to exercise within 60 days of April 15, 2015. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock in an amount equal to the excess value of the grant date price over the exercise price.
|
Name and Address of
Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
|
|
|
|
|
BlackRock, Inc. .
40 East 52
nd
Street
New York, NY 10022
|
|
2,224,621
(1)
|
|
8.7%
|
|
|
|
|
|
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109
|
|
2,285,424
(2)
|
|
8.90%
|
|
|
|
|
|
RBC Global Asset Management (U.S.) Inc.
50 South Sixth Street
Suite 2350
Minneapolis, Minnesota 55402
|
|
1,387,928
(3)
|
|
5.4%
|
|
|
|
|
|
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355
|
|
1,673,061
(4)
|
|
6.5%
|
|
|
|
|
|
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202
|
|
1,595,778
(5)
|
|
6.2%
|
(1)
|
Information based solely on Schedule 13G/A filed by shareholder with the SEC on January 22, 2015.
|
(2)
|
Information based solely on Schedule 13G/A filed with the SEC on February 13, 2015. Edward C. Johnson 3d is a director and the chairman of FMR LLC and Abigail P. Johnson is a director, the vice chairman, the chief executive officer and the president of FMR LLC. Members of the family of Edward C. Johnson 3d, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.
|
(3)
|
Information based solely on Schedule 13G filed by the shareholder with the SEC on February 4, 2015.
|
(4)
|
Information based solely on a Schedule 13G/A filed with the SEC on February 10, 2015, reporting beneficial ownership as of December 31, 2014 by The Vanguard Group, Inc., which has sole voting and dispositive power over 1,673,061 shares of our common stock.
|
•
|
Thomas E. Ferguson – President and Chief Executive Officer
|
•
|
Paul W. Fehlman – Senior Vice President and Chief Financial Officer
|
•
|
Tim E. Pendley – Senior Vice President, Chief Operating Officer – Galvanizing
|
•
|
Robert J. Steines – Vice President and Chief Accounting Officer
|
•
|
Matt Emery – Vice President and Chief Information Officer
|
•
|
Dana L. Perry – Senior Vice President and Chief Financial Officer (through May 31, 2014)
|
•
|
Ashok Kolady – Senior Vice President and Chief Operating Officer – Energy (through June 25, 2014)
|
•
|
an increase in the Company’s consolidated total revenue by 8.6%, to $817 million, for the year ended February 28, 2015 compared to the year ended February 28, 2014;
|
•
|
the Company completing one acquisition in our Galvanizing Services Segment; and
|
•
|
the Company achieving diluted earnings per share equal to $2.52.
|
•
|
Our NEOs’ total compensation is comprised of a mix of base salary, annual short-term incentive compensation, long-term incentive awards and other benefits. As illustrated below, the total compensation for Mr. Ferguson, our chief executive officer, for fiscal years 2014 and 2015, as well as the previous chief executive officer’s compensation for fiscal years 2011 through 2013, which was significantly contingent upon the Company’s performance, has increased commensurate with steady increases in return to the Company’s shareholders in the form of year over year stock price appreciation.
|
•
|
In fiscal year 2015, our NEOs received salary adjustments ranging from 0% to 3% for their performance on the execution of several business initiatives and, with respect to certain officers, on the successful identification and evaluation of potential business acquisition targets, expanding international business and reducing corporate expenses. Base salaries for Messrs. Ferguson, Fehlman and Steines were not increased for fiscal year 2015 as they had recently joined the Company and their base salaries were considered to be competitive compared to the market at their time of hire.
|
•
|
For fiscal year 2015, our current NEOs continued to receive almost half of their compensation in the form of equity compensation, a portion of which is at risk because it is tied to increasing shareholder value through stock value appreciation in the form of SARs and the other portion being tied to time vested restricted stock units. The grant value of equity awards made to our current NEOs in fiscal year 2015 was allocated 50% to SARs and 50% to restricted stock units. The charts below show the elements of compensation that comprised the target mix of total direct compensation for Mr. Ferguson and the average target mix of total compensation for the other NEOs. The charts illustrate that approximately 69% of Mr. Ferguson’s total direct compensation and 51% of the total direct compensation for the other NEOs was tied to the Company’s financial performance, which aligns their interests with those of the Company’s shareholders. The total target direct compensation illustrated in the chart below does not include perquisites, retirement and other benefits.
|
•
|
Messrs. Ferguson and Fehlman each have employment agreements with the Company. Our other current NEOs do not have employment agreements. They are employed at-will and expected to demonstrate exceptional personal performance and leadership in order to continue serving as a member of the executive team.
|
|
What We Do
|
|
What We Don’t Do
|
ü
|
High percentage of executive compensation that is performance-based and not guaranteed
|
û
|
We do not provide tax gross ups
|
ü
|
Performance measures that are highly correlated to shareholder value creation
|
û
|
We do not recycle shares withheld for taxes
|
ü
|
Stock ownership guidelines for directors and executive officers
|
û
|
We do not permit pledging of Company securities
|
ü
|
An independent compensation consultant
|
û
|
We do not permit hedging of Company securities
|
ü
|
Clawback provision for cash incentives within one year of payment
|
û
|
We do not reprice underwater stock options or stock appreciation rights
|
ü
|
Limited number of employment agreements and executive perquisites
|
|
|
•
|
Altra Industrial Motion Corp.
|
•
|
Ametek Inc.
|
•
|
Dynamic Materials Corp.
|
•
|
Encore Wire Corp.
|
•
|
L.B. Foster Company
|
•
|
Franklin Electric Co Inc.
|
•
|
Global Power Equipment Group Inc.
|
•
|
Haynes International Inc.
|
•
|
Hubbell Incorporated
|
•
|
Littelfuse Inc.
|
•
|
LSI Industries Inc.
|
•
|
Powell Industries Inc.
|
•
|
Preformed Line Products Co.
|
•
|
Regal Beloit Corporation
|
•
|
Valmont Industries Inc.
|
•
|
|
base salary, to compensate the executive officers for day-to-day services rendered to the Company;
|
•
|
|
performance-based, short-term incentive compensation, paid in cash to provide an incentive to achieve specific annual operating results;
|
•
|
|
long-term incentive compensation, tying a portion of the executive officers compensation to equity ownership of the Company and the Company’s long-term financial performance; and
|
•
|
|
perquisites and other personal benefits, which may include 401(k) matching contributions, profit sharing contributions, and health, life, and long term disability insurance benefits, which are also generally available to all employees.
|
•
|
|
market data and advisory services periodically provided by Meridian, the compensation committee’s external consultant;
|
•
|
|
internal data regarding the executive’s compensation, both individually and relative to other executive officers; and
|
•
|
|
individual performance of the executive.
|
•
|
|
Mr. Ferguson’s efforts in leading the Company to focus on operational excellence, enhancing the sales force, driving accountability, and in building a high performance team of executives to carry out the Company’s growth strategy;
|
•
|
|
Mr. Fehlman's efforts in rebuilding the Company's financial team, increasing capabilities in treasury and tax, and transitioning relationships with investors and financial institutions;
|
•
|
|
Mr. Pendley’s leadership and management of the galvanizing business during challenging market conditions and developing a high growth organic strategy based on customer service, operations excellence and technology based innovation;
|
•
|
|
Mr. Steines's efforts in transitioning into the chief accounting officer role and insuring accounting processes are controlled while supporting the needs of the business during this transition;
|
•
|
|
Mr. Emery’s role in rolling out new IT tools and applications to support a growing business in an efficient and effective manner, implementing the Oracle R12 upgrade program, and building up the IT team to support the recently acquired businesses; and
|
•
|
|
The relative value to AZZ of the contributions made by each officer.
|
Name
|
|
FY2014 Base Salary
|
|
FY2015 Base Salary
|
|
Change
|
|||||
Thomas E. Ferguson
|
|
$
|
650,000
|
|
|
$
|
650,000
|
|
|
0
|
%
|
Dana L. Perry
|
|
$
|
340,000
|
|
|
$
|
350,200
|
|
|
3
|
%
|
Paul W. Fehlman
|
|
—
|
|
|
$
|
325,000
|
|
|
0
|
%
|
|
Ashok Kolady
|
|
$
|
305,000
|
|
|
$
|
314,150
|
|
|
3
|
%
|
Tim E. Pendley
|
|
$
|
330,000
|
|
|
$
|
339,900
|
|
|
3
|
%
|
Robert J. Steines
|
|
$
|
220,000
|
|
|
$
|
220,000
|
|
|
0
|
%
|
Matt Emery
|
|
$
|
220,000
|
|
|
$
|
226,600
|
|
|
3
|
%
|
Named Executive Officer
|
Weight
|
Performance Measure
|
FY 2015 Target Performance Goal
|
FY 2015 Achieved Performance
|
% of
Target Performance Achieved
|
||||
Mr. Ferguson
|
70%
|
Diluted earnings per share (“EPS”)
|
|
$2.65
|
|
$2.63
(1)
|
|
98%
|
|
|
30%
|
FY2015 Cash Flow
|
|
$60,590,000
|
|
|
$89,021,184
|
|
200%
|
|
|
|
|
|
|
||||
Mr. Fehlman
|
70%
|
EPS
|
|
$2.65
|
|
$2.63
(1)
|
|
98%
|
|
|
30%
|
FY2015 Cash Flow
|
|
$60,590,000
|
|
|
$89,021,184
|
|
200%
|
|
|
|
|
|
|
||||
Mr. Pendley
|
50%
|
EPS
|
|
$2.65
|
|
$2.63
(1)
|
|
98%
|
|
|
|
Galvanizing Services Segment:
|
|
|
|
||||
|
25%
|
•
Cash Flow
|
|
$97,840,775
|
|
|
$98,085,960
|
|
100%
|
|
25%
|
•
Operating Income
(2)
|
|
$96,073,000
|
|
|
$90,761,737
|
|
88%
|
|
|
|
|
|
|
||||
Mr. Steines
|
70%
|
EPS
|
|
$2.65
|
|
$2.63
(1)
|
|
98%
|
|
|
30%
|
FY2015 Cash Flow
|
|
$60,590,000
|
|
|
$89,021,184
|
|
200%
|
|
|
|
|
|
|
||||
Mr. Emery
|
70%
|
EPS
|
|
$2.65
|
|
$2.63
(1)
|
|
98%
|
|
|
30%
|
FY2015 Cash Flow
|
|
$60,590,000
|
|
|
$89,021,184
|
|
200%
|
|
|
|
|
|
|
||||
Mr. Perry
(3)
|
70%
|
EPS
|
|
$2.65
|
|
$2.63
(1)
|
|
98%
|
|
|
30%
|
FY2015 Cash Flow
|
|
$60,590,000
|
|
|
$89,021,184
|
|
200%
|
|
|
|
|
|
|
||||
Mr. Kolady
(4)
|
50%
|
EPS
|
|
$0.99
|
|
|
$0.73
|
|
74%
|
|
|
Energy Segment
|
|
|
|
||||
|
25%
|
•
Cash Flow
|
|
$19,521,000
|
|
|
$15,462,000
|
|
79%
|
|
25%
|
•
Operating Income
(1)
|
|
$24,541,000
|
|
|
$15,168,000
|
|
62%
|
(1)
|
|
Includes an adjustment of $0.11 per share, or $2.9 million after tax, of non-reoccurring restructuring charges that occurred in the second quarter of fiscal year 2015.
|
(2)
|
|
Segment operating income consists of net sales less cost of sales, specifically identifiable selling, general and administrative expenses and other income and expense items that are specifically identifiable to a segment.
|
(3)
|
|
Bonus calculated on a pro-rated basis for March 1, 2014 through May 31, 2014, the date Mr. Perry retired from the Company.
|
(4)
|
|
Mr. Kolady’s fiscal year 2015 performance goals and his respective bonus is calculated on a pro-rated basis from March 1, 2014 through June 25, 2014, the date Mr. Kolady ceased to be employed by the Company.
|
•
|
|
enhance the link between the creation of shareholder value and long-term executive incentive compensation;
|
|
|
|
•
|
|
provide an opportunity for increased equity ownership in the Company by executives;
|
|
|
|
•
|
|
maintain competitive levels of total compensation; and
|
|
|
|
•
|
|
facilitate compliance with the policy of the board of directors, as described above under the heading “Stock Ownership Guidelines,” encouraging AZZ’s executive officers to hold shares of AZZ’s common stock.
|
•
|
|
the practice of granting ongoing equity awards only once every year;
|
|
|
|
•
|
|
the emphasis placed on equity in the mix of total compensation;
|
|
|
|
•
|
|
the officer’s experience and performance;
|
|
|
|
•
|
|
the scope, responsibility and business impact of the officer’s position;
|
|
|
|
•
|
|
the perceived retention value of the total compensation package in light of the competitive labor market;
|
|
|
|
•
|
|
alignment with AZZ's compensation philosophy and objectives;
|
|
|
|
•
|
|
cost and dilution impact;
|
|
|
|
•
|
|
grant practices of our peer group; and
|
|
|
|
•
|
|
input and advice from our compensation consultant.
|
Participant Eligible Compensation
(1)
|
X
|
Profit Sharing Contribution
|
Eligible Compensation All Participants
|
Name and
Principal Position
(a)
|
|
Year
(b)
|
|
Salary
($)
(c)
|
|
Bonus
($)
(d)
|
|
Stock
Awards/
RSUs
($)
(e)(1)
|
|
Option
/SARs
Awards
($)
(f) (2)
|
|
Non-Equity
Incentive
Plan
Compensation
($)
(g)(3)
|
|
Change in
Pension Value
and Nonquali-
fied Deferred
Compensation
Earnings
($)
(h)
|
|
All Other
Compensation
($)
(i) (4)
|
|
Total
($)
(j)
|
||||||||||||||||||||||
Thomas E. Ferguson
|
|
2015
|
|
$
|
650,000
|
|
|
|
—
|
|
$
|
450,002
|
|
|
$
|
450,007
|
|
|
$
|
668,720
|
|
|
—
|
|
$
|
60,378
|
|
|
$
|
2,279,107
|
|
|||||||||
President & Chief
|
|
2014
|
|
$
|
214,205
|
|
|
|
—
|
|
$
|
678,900
|
|
|
$
|
518,486
|
|
|
$
|
215,000
|
|
|
—
|
|
$
|
18,546
|
|
|
$
|
1,645,137
|
|
|||||||||
Executive Officer
|
|
2013
|
|
$
|
—
|
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Dana L. Perry
(5)
|
|
2015
|
|
$
|
87,550
|
|
|
|
—
|
|
$
|
137,505
|
|
|
$
|
137,513
|
|
|
$
|
61,924
|
|
|
—
|
|
$
|
44,387
|
|
|
$
|
468,879
|
|
|||||||||
Senior Vice President
|
|
2014
|
|
$
|
340,000
|
|
|
|
—
|
|
$
|
150,641
|
|
|
$
|
92,715
|
|
|
$
|
180,081
|
|
|
—
|
|
$
|
40,116
|
|
|
$
|
803,553
|
|
|||||||||
& Chief Financial Officer
|
|
2013
|
|
$
|
305,000
|
|
|
|
—
|
|
$
|
137,437
|
|
|
$
|
111,891
|
|
|
$
|
274,500
|
|
|
—
|
|
$
|
40,717
|
|
|
$
|
869,545
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Paul W. Fehlman
(6)
|
|
2015
|
|
$
|
325,000
|
|
|
|
—
|
|
$
|
137,505
|
|
|
$
|
137,513
|
|
|
$
|
229,873
|
|
|
—
|
|
$
|
9,847
|
|
|
$
|
839,738
|
|
|||||||||
Senior Vice President
|
|
2014
|
|
$
|
6,771
|
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
41
|
|
|
$
|
6,812
|
|
|||||||||
& Chief Financial Officer
|
|
2013
|
|
$
|
—
|
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ashok Kolady
(7)
|
|
2015
|
|
$
|
105,906
|
|
|
|
—
|
|
$
|
105,038
|
|
|
$
|
105,009
|
|
|
$
|
25,629
|
|
|
—
|
|
$
|
253,041
|
|
|
$
|
594,623
|
|
|||||||||
Senior Vice President,
|
|
2014
|
|
$
|
305,000
|
|
|
|
—
|
|
$
|
115,033
|
|
|
$
|
70,802
|
|
|
$
|
190,312
|
|
|
—
|
|
$
|
38,576
|
|
|
$
|
719,723
|
|
|||||||||
Chief Operating Officer -Energy
|
|
2013
|
|
$
|
237,500
|
|
|
|
—
|
|
$
|
68,479
|
|
|
$
|
83,965
|
|
|
$
|
149,393
|
|
|
—
|
|
$
|
38,261
|
|
|
$
|
577,598
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Tim E. Pendley
|
|
2015
|
|
$
|
339,900
|
|
|
|
—
|
|
$
|
105,038
|
|
|
$
|
105,009
|
|
|
$
|
179,467
|
|
|
—
|
|
$
|
28,752
|
|
|
$
|
758,166
|
|
|||||||||
Senior Vice President,
|
|
2014
|
|
$
|
330,000
|
|
|
|
—
|
|
$
|
115,033
|
|
|
$
|
70,802
|
|
|
$
|
143,567
|
|
|
—
|
|
$
|
39,795
|
|
|
$
|
699,197
|
|
|||||||||
Chief Operating Officer - Galvanizing
|
|
2013
|
|
$
|
289,375
|
|
|
|
—
|
|
$
|
102,423
|
|
|
$
|
83,378
|
|
|
$
|
204,789
|
|
|
—
|
|
$
|
39,706
|
|
|
$
|
719,671
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Robert J. Steines
|
|
2015
|
|
$
|
220,000
|
|
|
|
—
|
|
$
|
45,034
|
|
|
$
|
45,016
|
|
|
$
|
127,314
|
|
|
—
|
|
$
|
67,047
|
|
|
$
|
504,411
|
|
|||||||||
Vice President &
|
|
2014
|
|
$
|
64,167
|
|
|
|
—
|
|
$
|
15,554
|
|
|
$
|
10,147
|
|
|
$
|
26,829
|
|
|
—
|
|
$
|
834
|
|
|
$
|
117,521
|
|
|||||||||
Chief Accounting Officer
|
|
2013
|
|
$
|
—
|
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Matt Emery
|
|
2015
|
|
$
|
226,600
|
|
|
|
—
|
|
$
|
45,034
|
|
|
$
|
45,016
|
|
|
$
|
131,133
|
|
|
—
|
|
$
|
13,595
|
|
|
$
|
461,378
|
|
|||||||||
Vice President &
|
|
2014
|
|
$
|
220,000
|
|
|
|
—
|
|
$
|
49,306
|
|
|
$
|
30,343
|
|
|
$
|
95,337
|
|
|
—
|
|
$
|
80,003
|
|
|
$
|
474,989
|
|
|||||||||
Chief Information Officer
|
|
2013
|
|
$
|
30,833
|
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,742
|
|
|
—
|
|
$
|
—
|
|
|
$
|
54,575
|
|
(1)
|
The amounts in this column for the fiscal year ended February 28, 2015 reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 for restricted stock unit awards granted to the NEOs under the 2005 Plan. Assumptions used in the calculation of this amount are included in footnote 11 to the Company’s audited financial statements for the fiscal year ended February 28, 2015, included in the Company’s Annual Report.
|
(2)
|
The amounts in this column reflect the aggregate grant date fair value calculated in accordance with FSAB ASC Topic 718 for SARs awards granted to the NEOs under the 2005 Plan. Assumptions used in the calculation of this amount are included in footnote 11 to the Company’s audited financial statements for the fiscal year ended February 28, 2015, included in the Company’s Annual Report.
|
(3)
|
The amounts in this column reflect the cash awards granted under the Company’s Senior Management Bonus Plan except in the case of Mr. Ferguson, for which the amount in this column reflects the cash bonus award paid pursuant to Mr. Ferguson’s employment agreement.
|
(4)
|
All other compensation in column (i) consists of the perquisites as described in the table below entitled “Perquisites” on a per executive basis for fiscal year 2015, except in the case of Mr. Kolady, for which the amount in this column also reflects a severance payment in the amount of $217,489 pursuant to his termination from the Company on June 25, 2014.
|
(5)
|
Mr. Perry served as senior vice president and chief financial officer until his retirement, effective as of May 31, 2014.
|
(6)
|
Mr. Fehlman was first employed by the Company on February 24, 2014 in a transition capacity prior to Mr. Perry’s retirement on May 31, 2014. Effective immediately upon Mr. Perry’s retirement, Mr. Fehlman became the senior vice president and chief financial officer of the Company.
|
(7)
|
Mr. Kolady served as the Company’s senior vice president, chief operating officer - energy until June 25, 2014.
|
|
Perquisites
|
|||||||||||||||||||||||||
Name
|
Contribution to 401(k) Plan(1)
|
|
Contribution to Profit Sharing Plan(1)
|
|
Insurance Benefits(2)
|
|
Club Dues
|
|
Physical Exams
|
|
All Other Perquisites
|
|
Total
|
|||||||||||||
Thomas E. Ferguson
|
|
$10,996
|
|
|
—
|
|
|
$4,662
(3)
|
|
|
|
$720
|
|
|
—
|
|
|
$44,000
(4)
|
|
|
|
$60,378
|
|
|||
Dana L. Perry
|
|
$7,117
|
|
|
|
$15,391
|
|
|
|
$856
|
|
|
|
$819
|
|
|
—
|
|
|
$20,204
(5)
|
|
|
|
$44,387
|
|
|
Paul W. Fehlman
|
|
$5,687
|
|
|
—
|
|
|
$3,121
(6)
|
|
|
|
$1,039
|
|
|
—
|
|
|
—
|
|
|
|
$9,847
|
|
|||
Ashok Kolady
|
|
$7,321
|
|
|
|
$15,391
|
|
|
|
$757
|
|
|
—
|
|
|
—
|
|
|
$229,572
(7)
|
|
|
|
$253,041
|
|
||
Tim E. Pendley
|
|
$9,158
|
|
|
|
$15,391
|
|
|
|
$3,123
|
|
|
—
|
|
|
|
$1,080
|
|
|
—
|
|
|
|
$28,752
|
|
|
Robert J. Steines
|
|
$6,393
|
|
|
—
|
|
|
|
$2,982
|
|
|
—
|
|
|
|
$2,428
|
|
|
$55,244
(8)
|
|
|
|
$67,047
|
|
||
Matt Emery
|
|
$9,139
|
|
|
|
$2,213
|
|
|
|
$2,243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$13,595
|
|
(1)
|
|
Matching 401(k) contributions and profit sharing allocated by the Company during fiscal year 2015 to each of the NEOs pursuant to the AZZ incorporated Benefit Plan (which is more fully described on page 39 under the heading “Retirement and Other Benefits”).
|
(2)
|
|
The value attributable to group health and life insurance benefits provided to the NEOs.
|
(3)
|
|
This aggregate amount includes premiums paid by the Company in the amount of $1,175 allocable to a term life insurance policy pursuant to Mr. Ferguson’s employment agreement.
|
(4)
|
|
This amount represents an allowance for Mr Ferguson for the cost of renting an apartment while he was searching for a permanent residence in Fort Worth, Texas pursuant to his employment agreement.
|
(5)
|
|
This amount represents accrued vacation paid to Mr. Perry upon his retirement on May 31, 2014.
|
(6)
|
|
This aggregate amount includes premiums paid by the Company in the amount of $764 allocable to a term life insurance policy pursuant to Mr. Fehlman’s employment agreement.
|
(7)
|
|
This aggregate amount includes a severance payment and accrued vacation paid upon Mr. Kolady’s termination of employment from the Company on June 25, 2014.
|
(8)
|
|
This amount represents the aggregate value of relocation services provided to Mr. Steines in connection with relocating his household to Fort Worth, Texas.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
Stock/RSU
Awards:
|
|
All Other
Option/SARs Awards:
|
|
|
|
Grant
Date
Fair
Value
|
|||||||||
|
|
|
|
Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1)
|
|
Estimated Future Payouts Under Equity Incentive
Plan Awards
|
|
Number
of
Shares
of
Stock
|
|
Number
of
Securities
Underlying
Options/
|
|
Exercise
or Base
Price of
Option/
SARs
|
|
of
Stock/RSU
and
Option/
SARs
|
|||||||||||||||||
Name
|
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
or Units
(#) (2)
|
|
SARs
(#) (3)
|
|
Awards
($/sh)
|
|
Awards
($) (4)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Thomas E. Ferguson
|
|
3/1/14
|
|
|
10,400
|
|
|
520,000
|
|
|
1,040,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
10,492
|
|
|
—
|
|
|
—
|
|
|
|
450,002
|
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
26,471
|
|
|
43.92
|
|
|
|
450,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dana L. Perry
|
|
3/1/14
|
|
|
963
|
|
|
192,610
|
|
|
385,220
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
3,206
|
|
|
—
|
|
|
—
|
|
|
|
137,505
|
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
8,089
|
|
|
43.92
|
|
|
|
137,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Paul W. Fehlman
|
|
3/1/14
|
|
|
3,575
|
|
|
178,750
|
|
|
357,500
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
3,206
|
|
|
—
|
|
|
—
|
|
|
|
137,505
|
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
8,089
|
|
|
43.92
|
|
|
|
137,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ashok Kolady
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
2,449
|
|
|
—
|
|
|
—
|
|
|
|
105,038
|
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
6,177
|
|
|
43.92
|
|
|
|
105,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tim E. Pendley
|
|
3/1/14
|
|
|
3,739
|
|
|
186,945
|
|
|
373,890
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
2,449
|
|
|
—
|
|
|
—
|
|
|
|
105,038
|
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
6,177
|
|
|
43.92
|
|
|
|
105,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Robert J. Steines
|
|
3/1/14
|
|
|
1,980
|
|
|
99,000
|
|
|
198,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
1,050
|
|
|
—
|
|
|
—
|
|
|
|
45,034
|
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,648
|
|
|
43.92
|
|
|
|
45,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Matt Emery
|
|
3/1/14
|
|
|
2,039
|
|
|
101,970
|
|
|
203,940
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
1,050
|
|
|
—
|
|
|
—
|
|
|
|
45,034
|
|
|
|
3/1/14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,648
|
|
|
43.92
|
|
|
|
45,016
|
|
(1)
|
Possible pay-outs to each NEO under the Company’s Senior Management Bonus Plan.
|
(2)
|
Number of restricted stock units granted to the NEOs under the 2005 Plan.
|
(3)
|
Number of SARs granted to the NEOs under the 2005 Plan.
|
(4)
|
The amounts in this column for the fiscal year ended February 28, 2015 reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 for restricted stock units and SAR awards granted to the NEOs under the 2005 Plan. Assumptions used in the calculation of this amount are included in footnote 11 to the Company’s audited financial statements for the fiscal year ended February 28, 2015, included in the Company’s Annual Report.
|
Name
|
|
Number of
Securities Underlying Unexercised Options/SARs (#) Exercisable
(1)
|
|
Number of
Securities Underlying Unexercised Options/SARs (#) Unexercisable (2) |
|
Equity
Incentive Plan Award: Number of Securities Underlying Unexercised Unearned Options
(#)
|
|
Option/
SARs
Exercise Price ($) |
|
Option/
SARs
Expiration Date |
|
|
Number of
Shares or Units of Stock That Have Not Vested
(3)
|
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)(4)
|
|
Equity
Incentive Plan
Awards:
Number of Unearned Shares,
Units
or Other Rights
That
Have
Not
Vested |
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Thomas E. Ferguson
|
|
10,000
|
|
|
30,000
|
|
|
—
|
|
|
45.26
|
|
|
|
11/04/20
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
26,471
|
|
|
—
|
|
|
43.29
|
|
|
|
03/01/21
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
15,000
|
|
|
681,300
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
10,492
|
|
|
476,546
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dana L. Perry
|
|
31,880
|
|
|
—
|
|
|
—
|
|
|
9.06
|
|
|
|
03/01/16
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
29,372
|
|
|
—
|
|
|
—
|
|
|
15.84
|
|
|
|
03/01/17
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
20,438
|
|
|
—
|
|
|
—
|
|
|
20.91
|
|
|
|
03/01/18
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
12,738
|
|
|
—
|
|
|
—
|
|
|
25.67
|
|
|
|
03/01/19
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
6,554
|
|
|
—
|
|
|
—
|
|
|
45.36
|
|
|
|
03/01/20
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
8,089
|
|
|
—
|
|
|
—
|
|
|
43.29
|
|
|
|
03/01/21
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Paul W. Fehlman
|
|
—
|
|
|
8,089
|
|
|
—
|
|
|
43.29
|
|
|
|
03/01/21
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,206
|
|
|
145,616
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ashok Kolady
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tim E. Pendley
|
|
5,110
|
|
|
—
|
|
|
—
|
|
|
20.91
|
|
|
|
03/01/18
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
3,164
|
|
|
3,164
|
|
|
—
|
|
|
25.67
|
|
|
|
03/01/19
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
1,668
|
|
|
3,337
|
|
|
—
|
|
|
45.36
|
|
|
|
03/01/20
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
6,177
|
|
|
—
|
|
|
43.29
|
|
|
|
03/01/21
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
3,990
|
|
|
181,226
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
2,536
|
|
|
115,185
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
2,449
|
|
|
111,233
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Robert J. Steines
|
|
253
|
|
|
506
|
|
|
—
|
|
|
46.43
|
|
|
|
03/01/20
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
2,648
|
|
|
—
|
|
|
43.29
|
|
|
|
03/01/21
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
335
|
|
|
15,216
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
1,050
|
|
|
47,691
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Matt Emery
|
|
715
|
|
|
1,430
|
|
|
—
|
|
|
45.36
|
|
|
|
03/01/20
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
2,648
|
|
|
—
|
|
|
43.29
|
|
|
|
03/01/21
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
1,087
|
|
|
49,371
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
1,050
|
|
|
47,691
|
|
|
—
|
|
|
|
—
|
|
(1)
|
Amounts in this column represent equity settled (vested but unexercised) SARs awards.
|
(2)
|
The SARs listed vest and become exercisable over a three (3) year period with 1/3
rd
of the SARs vesting on each of the first, second and third anniversaries of the grant date.
|
(3)
|
Amounts in this column represent restricted stock unit awards, which cliff vest in full three (3) years from the grant date.
|
(4)
|
The market value of restricted stock unit awards is based on the closing market price of AZZ common stock on February 27, 2015, the last trading day of fiscal year 2015, which was $45.42.
|
|
|
|
|
|
|
|
|
|
|
|
Option/SAR Awards
|
|
Stock Awards(2)
|
||||
Name
|
|
Number of Shares
Acquired on Exercise(1) (#) |
|
Value Realized
on Exercise ($) |
|
Number of Shares
Acquired on Vesting
(#)
|
|
Value Realized on
Vesting ($) |
Thomas E. Ferguson
Paul W. Fehlman
Dana L. Perry
Ashok Kolady
Tim E. Pendley
Robert J. Steines
Matt Emery
|
|
—
—
—
13,679
(4)
—
—
—
|
|
—
—
—
$ 284,904
—
—
—
|
|
—
—
15,569
(3)
3,438
(5)
2,766
—
—
|
|
—
—
$ 690,800
$ 159,725
$ 121,483
—
—
|
(1)
|
Awards exercised were SARs.
|
(2)
|
Awards vested were restricted stock units.
|
(3)
|
Of the 15,569 restricted stock units that vested during fiscal year 2015, 11,881 were accelerated upon Mr. Perry’s retirement on May 31, 2014.
|
(4)
|
Mr. Kolady’s employment with the Company terminated on June 25, 2014. Upon the termination, the vesting of 5,557 SARs were accelerated. The value of these SARs did not convert into common stock on a one-for-one basis when exercised. The SARs were settled in shares of AZZ common stock of an amount equal to the excess value of the grant date price over the exercise price.
|
(5)
|
Upon Mr. Kolady’s termination of employment with the Company on June 25, 2014, the vesting of 2,438 outstanding restricted stock units were accelerated.
|
|
•
|
|
If the executive’s employment is terminated within one year following a change in control by the Company for Cause or by the executive for other than Good Reason, the Company must pay him or her their full base salary through the date of termination plus all other amounts to which he or she is entitled under any compensation or benefit plan of the Company at the time such payments are due, and the Company shall have no further obligation to him or her under the Change in Control Agreement.
|
|
•
|
|
If the executive’s employment is terminated before one year following a change in control by the Company other than for Cause or disability, or by the executive for Good Reason, he or she shall be entitled to a lump sum payment of his or her base salary through the date of termination plus any other amounts to which he or she is entitled under any compensation plan of the Company at the time such payments are due; a lump sum severance payment in an amount equal to two times his or her base amount, as defined in Section 280G(b)(3) of the Internal Revenue Code, and the vesting and immediate exercisability of all stock options, restricted stock units and SARs; and reimbursement for all legal fees and expenses incurred in seeking to enforce the Executive Change in Control Severance Agreement.
|
|
•
|
|
“Cause” as used in the Executive Change in Control Severance Agreements is defined as (1) conviction of a crime involving moral turpitude or providing for imprisonment, (2) commission of any willful malfeasance or gross negligence in the discharge of his or her duties to the Company or any of its subsidiaries, having a material adverse effect on the Company or any of its subsidiaries or (3) failure to timely correct after written notice, any specific failure in performance of the duties of his or her position with the Company.
|
|
•
|
|
“Good Reason” as used in such Executive Change in Control Severance Agreements includes, with respect to each executive:
|
THOMAS E. FERGUSON
|
||||||||||||||||||||||||||||||
TRIGGERING EVENT
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
Termination of Employment Before Change in Control
|
|
|
Termination of Employment Within
One Year After Change in Control
|
|||||||||||||||||||||||||
|
|
Death/ Disability
|
|
|
Termination for Cause
|
|
Termination Without Cause
|
|
|
Death/ Disability
|
|
|
Termination for Cause
|
|
|
Termination Without Cause
|
|
|
Voluntary For Good Reason
|
|
|
Voluntary Without Good Reason
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance
|
|
$
|
−−
|
|
|
$
|
−−
|
|
$
|
1,300,000
|
(1)
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
1,943,500
|
(2)
|
|
$
|
1,943,500
|
(2)
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term
Cash Incentive
(3)
|
|
$
|
−−
|
|
|
$
|
−−
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SARs
(4)
|
|
$
|
46,107
|
|
|
$
|
−−
|
|
$
|
46,107
|
|
|
$
|
46,107
|
|
|
$
|
−−
|
|
|
$
|
46,107
|
|
|
$
|
46,107
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
(5)
|
|
$
|
1,157,847
|
|
|
$
|
−−
|
|
$
|
1,157,847
|
|
|
$
|
1,157,847
|
|
|
$
|
−−
|
|
|
$
|
1,157,847
|
|
|
$
|
1,157,847
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life Insurance Benefit
6)
|
|
$
|
500,000
|
|
|
$
|
−−
|
|
$
|
−−
|
|
|
$
|
500,000
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
401(k) Plan
|
|
$
|
33,001
|
|
|
$
|
33,001
|
|
$
|
33,001
|
|
|
$
|
33,001
|
|
|
$
|
33,001
|
|
|
$
|
33,001
|
|
|
$
|
33,001
|
|
|
$
|
33,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit Sharing Plan
(7)
|
|
$
|
−−
|
|
|
$
|
−−
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
(1)
|
This amount is
Mr. Ferguson’s base salary for a period of 24 months. Mr. Ferguson’s employment agreement with the Company provides that if he is terminated without cause, he will be entitled to his base salary for the period from the date of termination to the end of the term of the employment agreement, but in any case a period of at least 24 months.
|
(2)
|
This amount is 2.99 times the base salary of Mr. Ferguson.
|
(3)
|
The short-term cash incentive payout is calculated as of February 28, 2015.
|
(4)
|
The value of the accelerated vesting of SARs are calculated based upon the closing price of the Company’s common stock on February 27, 2015 ($45.42), the last trading day of fiscal year 2015.
|
(5)
|
The value of the accelerated vesting of restricted stock units are calculated based upon the closing price of the Company’s common stock on February 27, 2015 ($45.42), the last trading day of fiscal year 2015.
|
(6)
|
Term life insurance policy payable by the Company pursuant to Mr. Ferguson’s employment agreement.
|
(7)
|
No fiscal year 2015 contributions were made under the profit sharing plan as of February 28, 2015.
|
PAUL W. FEHLMAN
|
|||||||||||||||||||||||||||||||
TRIGGERING EVENT
|
|||||||||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||||
|
|
Termination of Employment Before Change in Control
|
|
|
Termination of Employment Within
One Year After Change in Control
|
||||||||||||||||||||||||||
|
|
Death/ Disability
|
|
|
Termination for Cause
|
|
|
Termination Without Cause
|
|
|
Death/ Disability
|
|
|
Termination for Cause
|
|
|
Termination Without Cause
|
|
|
Voluntary For Good Reason
|
|
|
Voluntary Without Good Reason
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
325,000
|
(1)
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
1,109,744
|
(2)
|
|
$
|
1,109,744
|
(2)
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Cash Incentive
(3)
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SARs
(4)
|
|
$
|
12,134
|
|
|
$
|
−−
|
|
|
$
|
12,134
|
|
|
$
|
12,134
|
|
|
$
|
−−
|
|
|
$
|
12,134
|
|
|
$
|
12,134
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
(5)
|
|
$
|
145,617
|
|
|
$
|
−−
|
|
|
$
|
145,617
|
|
|
$
|
145,617
|
|
|
$
|
−−
|
|
|
$
|
145,617
|
|
|
$
|
145,617
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life Insurance Benefit
(6)
|
|
$
|
325,000
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
325,000
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
401(k) Plan
|
|
$
|
8,452
|
|
|
$
|
8,452
|
|
|
$
|
8,452
|
|
|
$
|
8,452
|
|
|
$
|
8,452
|
|
|
$
|
8,452
|
|
|
$
|
8,452
|
|
|
$
|
8,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit Sharing Plan
(7)
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
(1)
|
This amount is
Mr. Fehlman’s base salary for a period of 12 months. Mr. Fehlman’s employment agreement with the Company provides that if he is terminated without cause, he will be entitled to his base salary for the period from the date of termination to the end of the term of the employment agreement, but in any case a period of at least 12 months.
|
(2)
|
This amount is two times the base amount, defined as base salary plus short-term incentive payments, for Mr. Fehlman for fiscal year 2015.
|
(3)
|
The short-term cash incentive payout is calculated as of February 28, 2015.
|
(4)
|
The value of the accelerated vesting of SARs are calculated based upon the closing price of the Company’s common stock on February 27, 2015 ($45.42), the last trading day of fiscal year 2015.
|
(5)
|
The value of the accelerated vesting of restricted stock units are calculated based upon the closing price of the Company’s common stock on February 27, 2015 ($45.42), the last trading day of fiscal year 2015.
|
(6)
|
Term life insurance policy in the face amount of one times annual base salary payable by the Company pursuant to Mr. Fehlman’s employment agreement.
|
(7)
|
No fiscal year 2015 contributions were made under the profit sharing plan as of February 28, 2015.
|
TIM E. PENDLEY
|
|||||||||||||||||||||||||||||||
TRIGGERING EVENT
|
|||||||||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||||
|
|
Termination of Employment Before Change in Control
|
|
|
Termination of Employment Within
One Year After Change in Control
|
||||||||||||||||||||||||||
|
|
Death/ Disability
|
|
|
Termination for Cause
|
|
|
Termination Without Cause
|
|
|
Death/ Disability
|
|
|
Termination for Cause
|
|
|
Termination Without Cause
|
|
|
Voluntary For Good Reason
|
|
|
Voluntary Without Good Reason
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
679,800
|
(1)
|
|
$
|
679,800
|
(1)
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Cash Incentive
(2)
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SARs
(3)
|
|
$
|
259,815
|
|
|
$
|
−−
|
|
|
$
|
259,815
|
|
|
$
|
259,815
|
|
|
$
|
−−
|
|
|
$
|
259,815
|
|
|
$
|
259,815
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
(4)
|
|
$
|
407,645
|
|
|
$
|
−−
|
|
|
$
|
407,645
|
|
|
$
|
407,645
|
|
|
$
|
−−
|
|
|
$
|
407,645
|
|
|
$
|
407,645
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
401(k) Plan
|
|
$
|
738,643
|
|
|
S
|
738,643
|
|
|
$
|
738,643
|
|
|
$
|
738,643
|
|
|
$
|
738,643
|
|
|
$
|
738,643
|
|
|
$
|
738,643
|
|
|
$
|
738,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit Sharing Plan
(5)
|
|
$
|
15,947
|
|
|
$
|
15,947
|
|
|
$
|
15,947
|
|
|
$
|
15,947
|
|
|
$
|
15,947
|
|
|
$
|
15,947
|
|
|
$
|
15,947
|
|
|
$
|
15,947
|
(1)
|
This amount is two times Mr. Pendley’s base salary.
|
(2)
|
Short-term cash incentive payout is calculated as of February 28, 2015.
|
(3)
|
The value of the accelerated vesting of SARs are calculated based upon the closing price of the Company’s common stock on February 27, 2015 ($45.42), the last trading day of fiscal year 2015.
|
(4)
|
The value of the accelerated vesting of restricted stock units are calculated based upon the closing price of the Company’s common stock on February 27, 2015 ($45.42), the last trading day of fiscal year 2015.
|
(5)
|
The value of Mr. Pendley’s vested profit sharing plan balance as of February 28, 2015.
|
ROBERT J. STEINES
|
||||||||||||||||||||||||||||||
TRIGGERING EVENT
|
||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||
|
|
Termination of Employment Before Change in Control
|
|
|
Termination of Employment Within
One Year After Change in Control
|
|||||||||||||||||||||||||
|
|
Death/ Disability
|
|
|
Termination for Cause
|
|
|
Termination Without Cause
|
|
|
Death/ Disability
|
|
|
Termination for Cause
|
|
|
Termination Without Cause
|
|
|
Voluntary for Good Reason
|
|
|
Voluntary Without Good Reason
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
440,000
|
(1)
|
$
|
440,000
|
(1)
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Cash Incentive
(2)
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SARs
(3)
|
|
$
|
3,972
|
|
|
$
|
−−
|
|
|
$
|
3,972
|
|
|
$
|
3,972
|
|
|
$
|
−−
|
|
|
$
|
3,972
|
|
$
|
3,972
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
(4)
|
|
$
|
62,907
|
|
|
$
|
−−
|
|
|
$
|
62,907
|
|
|
$
|
62,907
|
|
|
$
|
−−
|
|
|
$
|
62,907
|
|
$
|
62,907
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
401(k) Plan
|
|
$
|
27,153
|
|
|
$
|
27,153
|
|
|
$
|
27,153
|
|
|
$
|
27,153
|
|
|
$
|
27,153
|
|
|
$
|
27,153
|
|
$
|
27,153
|
|
|
$
|
27,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit Sharing Plan
(5)
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
$
|
−−
|
|
|
$
|
−−
|
(1)
|
This amount is two times Mr. Steines’s base salary.
|
(2)
|
The short-term cash incentive payout is calculated as of February 28, 2015.
|
(3)
|
The value of the accelerated vesting of SARs are calculated based upon the closing price of the Company’s common stock on February 27, 2015 ($45.42), the last trading day of fiscal year 2015.
|
(4)
|
The value of the accelerated vesting of restricted stock units are calculated based upon the closing price of the Company’s common stock on February 27, 2015 ($45.42), the last trading day of fiscal year 2015.
|
(5)
|
No fiscal year 2015 contributions were made under the profit sharing plan as of February 28, 2015.
|
MATT EMERY
|
|||||||||||||||||||||||||||||||
TRIGGERING EVENT
|
|||||||||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||||
|
|
Termination of Employment Before Change in Control
|
|
|
Termination of Employment Within
One Year After Change in Control
|
||||||||||||||||||||||||||
|
|
Death/ Disability
|
|
|
Termination for Cause
|
|
|
Termination Without Cause
|
|
|
Death/ Disability
|
|
|
Termination for Cause
|
|
|
Termination Without Cause
|
|
|
Voluntary For Good Reason
|
|
|
Voluntary Without Good Reason
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
453,200
|
(1)
|
|
$
|
453,200
|
(1)
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Cash Incentive
(2)
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SARs
(3)
|
|
$
|
4,101
|
|
|
$
|
−−
|
|
|
$
|
4,101
|
|
|
$
|
4,101
|
|
|
$
|
−−
|
|
|
$
|
4,101
|
|
|
$
|
4,101
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
(4)
|
|
$
|
97,063
|
|
|
$
|
−−
|
|
|
$
|
97,063
|
|
|
$
|
97,063
|
|
|
$
|
−−
|
|
|
$
|
97,063
|
|
|
$
|
97,063
|
|
|
$
|
−−
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
401(k) Plan
|
|
$
|
41,195
|
|
|
$
|
41,195
|
|
|
$
|
41,195
|
|
|
$
|
41,195
|
|
|
$
|
41,195
|
|
|
$
|
41,195
|
|
|
$
|
41,195
|
|
|
$
|
41,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit Sharing Plan
(5)
|
|
$
|
920
|
|
|
$
|
920
|
|
|
$
|
920
|
|
|
$
|
920
|
|
|
$
|
920
|
|
|
$
|
920
|
|
|
$
|
920
|
|
|
$
|
920
|
(1)
|
This amount is two times Mr. Emery’s base salary.
|
(2)
|
The short-term cash incentive payout is calculated as of February 28, 2015.
|
(3)
|
The value of the accelerated vesting of SARs are calculated based upon the closing price of the Company’s common stock on February 27, 2015 ($45.42), the last trading day of fiscal year 2015.
|
(4)
|
The value of the accelerated vesting of restricted stock units are calculated based upon the closing price of the Company’s common stock on February 27, 2015 ($45.42), the last trading day of fiscal year 2015.
|
(5)
|
The value of Mr. Emery’s profit sharing plan balance as of February 28, 2015.
|
|
•
|
|
reviewed and discussed the audited consolidated financial statements with management;
|
|
|
|
|
|
•
|
|
discussed with BDO the independence of BDO and the matters, if any, required to be discussed by PCAOB Auditing Standard No. 16 (Codification of Statements on Auditing Standards, AU § 380), as amended; and
|
|
|
|
|
|
•
|
|
received the letter and the written disclosures from BDO required by Rule 3520 of the Public Company Accounting Oversight Board.
|
|
|
February 28, 2015
|
|
|
February 28, 2014
|
|
||
Audit Fees
|
|
$
|
573,013
|
(1)
|
|
$
|
500,630
|
|
Audit-Related Fees
|
|
$
|
82,959
|
(2)
|
|
$
|
178,500
|
|
Tax Fees
|
|
$
|
597,954
|
(3)
|
|
$
|
162,350
|
|
All Other Fees
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
1,253,926
|
|
|
$
|
841,480
|
|
(1)
|
Includes fees for services related to the annual audit of the consolidated financial statements, and reviews of our quarterly reports on Form 10-Q.
|
(2)
|
Audit related fees relate to certain due diligence services and opening balance proceedings in connection with the Company’s acquisition of Zalk Steel & Supply Co.
|
(3)
|
Includes fees for services related to tax compliance, tax advice and tax planning.
|
a)
|
Article I is amended to delete “AZZ incorporated” and replace it with “AZZ Inc.”
|
b)
|
Article III is deleted in its entirety and replaced with a general purpose statement.
|
c)
|
Article V is deleted in its entirety.
|
d)
|
Article VI is retitled “Article V” and is amended to delete (i) references to “initial,” (ii) “507 Burk Burnett Building, Fort Worth, Texas” and replace it with “1999 Bryan St., Ste. 900, Dallas, Texas 75201” and (iii) Harold E. Mueller and replace it with “CT Corporation System.”
|
e)
|
Article VII is retitled “Article VI” and is amended to reflect the current Board of Directors and the names and addresses of the persons who currently are serving as directors.
|
f)
|
Article VIII is deleted in its entirety.
|
g)
|
Article IX is retitled “Article VII.”
|
h)
|
Article X is retitled “Article VIII.”
|
i)
|
Article XI is retitled “Article IX” and is amended to delete (i) references to “Texas Business Corporation Act” and “Texas Miscellaneous Corporation Laws Act” and replace them with “Texas Business Organization Code,” (ii) references to “Company” and replace them with “corporation,” and (iii) “Articles of Incorporation” and replace it with “Certificate of Formation.”
|
j)
|
Article XII is retitled “Article X.”
|
NAME
|
ADDRESS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
a breach of such director's duty of loyalty to this corporation or its shareholders;
|
2.
|
an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;
|
3.
|
a transaction from which such director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of such director's office;
|
4.
|
an act or omission for which the liability of such director is expressly provided for by statute; or
|
5.
|
an act related to an unlawful stock repurchase or payment of a dividend.
|
1.
|
Head toward South 22nd Ave. on West 32nd St. (183 ft)
|
2.
|
Make a U-Turn onto West 32nd St. (0.1 miles)
|
3.
|
Turn slightly right onto South Service Rd. (1.3 miles)
|
4.
|
Take left ramp onto International Pkwy South (TX-97-SPUR) toward TX-183/TX-360 (0.9 miles)
|
5.
|
Take ramp onto TX-183 West (Airport Fwy) toward Ft. Worth (10.7 miles)
|
6.
|
Continue on I-820 (0.7 miles)
|
7.
|
Keep left onto TX-121 South toward Downtown Ft. Worth (7.1 miles)
|
8.
|
Take the exit toward Downtown/Belknap St. onto East Belknap St. (1.7 miles)
|
9.
|
Turn slightly left onto Energy Way (0.1 miles)
|
10.
|
Turn slightly right onto Summit Ave. (301 ft)
|
11.
|
Turn right onto West 7th St. (1.2 miles)
|
12.
|
Arrive at West 7th St. (One Museum Place) Your destination is on the right.
|
1.
|
Head toward West 6th St. on Taylor St. (124 ft)
|
2.
|
Turn right onto West 6th St. (0.2 miles)
|
3.
|
Turn slightly right onto West 7th St. (1.6 miles)
|
4.
|
Arrive at West 7th St. (One Museum Place) Your destination is on the right.
|