Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 12, 2016
AZZ INC.
(Exact name of Registrant as specified in its charter)
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TEXAS (State or Other Jurisdiction of Incorporation or Organization) | 1-12777 Commission File No. | 75-0948250 (I.R.S. Employer Identification Number) |
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| One Museum Place, Suite 500 3100 West 7th Street Fort Worth, TX 76107 (Address of principal executive offices, including zip code) | |
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Registrant’s Telephone Number, including Area Code: |
817 810-0095 |
None
(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 (see General Instruction A.2. below):
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| 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)) |
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 12, 2016, Messrs. Martin Bowen and Peter Hegedus have retired from their positions as members of the Board of AZZ Inc. (the “Company”).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 12, 2016, the Company held its 2016 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 23, 2016. The final voting results with respect to each proposal voted upon at the Annual Meeting are set forth below.
Proposal 1. Election of nine directors each to serve for a one year term.
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| For | | Withheld | | Broker Non-Votes |
Daniel E. Berce | 21,483,785 |
| | 433,545 |
| | 2,238,170 |
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Dr. H. Kirk Downey | 21,655,095 |
| | 262,235 |
| | 2,238,170 |
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Paul Eisman | 21,691,148 |
| | 226,182 |
| | 2,238,170 |
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Daniel R. Feehan | 21,458,640 |
| | 458,690 |
| | 2,238,170 |
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Thomas E. Ferguson | 21,823,957 |
| | 93,373 |
| | 2,238,170 |
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Kevern R. Joyce | 21,787,625 |
| | 129,705 |
| | 2,238,170 |
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Venita McCellon-Allen | 21,786,689 |
| | 130,641 |
| | 2,238,170 |
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Stephen E. Pirnat | 21,288,630 |
| | 628,700 |
| | 2,238,170 |
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Steven R. Purvis | 21,620,934 |
| | 296,396 |
| | 2,238,170 |
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Proposal 2. Approval of the Say-On-Pay Proposal on the Company’s executive compensation program.
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For | | Against | | Abstain | | Broker Non-Votes |
21,320,476 |
| | 541,681 |
| | 55,173 |
| | 2,238,170 |
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Proposal 3. Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2017.
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For | | Against | | Abstain |
22,015,953 |
| | 1,958,875 |
| | 180,672 |
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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.
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| | AZZ INC.
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Date: July 12, 2016 | By: | /s/ Tara D. Mackey | |
| | Tara D. Mackey Chief Legal Officer and Secretary | |
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