0000008947false00000089472022-07-122022-07-12
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 12, 2022
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 of incorporation) | | (Commission File Number) | | (I.R.S. Employer 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 12, 2022, the Company held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved four 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 June 1, 2022. The final voting results with respect to each proposal voted upon at the Annual Meeting are set forth below.
Proposal 1. Election of ten directors each to serve for a one-year term until the next annual shareholders meeting.
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | |
Daniel E. Berce | 19,930,506 | | 1,820,951 | | 11,370 | | 1,257,226 |
Paul Eisman | 21,038,930 | | 711,238 | | 12,659 | | 1,257,226 |
Daniel R. Feehan | 18,757,271 | | 2,534,923 | | 470,633 | | 1,257,226 |
Thomas E. Ferguson | 21,528,067 | | 206,452 | | 28,308 | | 1,257,226 |
Clive A. Grannum | 21,385,787 | | 365,719 | | 11,321 | | 1,257,226 |
Carol R. Jackson | 21,052,338 | | 699,391 | | 11,098 | | 1,257,226 |
David M. Kaden | 21,395,718 | | 339,584 | | 27,525 | | 1,257,226 |
Venita McCellon-Allen | 21,228,147 | | 383,986 | | 150,694 | | 1,257,226 |
Ed McGough | 20,992,852 | | 757,260 | | 12,715 | | 1,257,226 |
Steven R. Purvis | 21,041,280 | | 710,238 | | 11,309 | | 1,257,226 |
Proposal 2. Approve, on an advisory basis, the Company’s executive compensation program.
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 21,370,960 | | 359,670 | | 32,197 | | 1,257,226 |
Proposal 3. Approve, AZZ’s Amended and Restated Certificate of Formation in order to issue Series A Preferred Stock.
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 21,502,725 | | 237,846 | | 22,256 | | 1,257,226 |
Proposal 4. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2023.
| | | | | | | | | | | | | | |
For | | Against | | Abstain |
| 23,000,952 | | 4,038 | | 15,063 |
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 12, 2022 | By: |
/s/ Tara D. Mackey |
| | Tara D. Mackey
Chief Legal Officer and Secretary |