8-K

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

May 1, 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 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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2020, AZZ Inc. (the "Company") announced that Paul W. Fehlman will no longer serve as the Company's Senior Vice President and Chief Financial Officer. Mr. Fehlman will remain in a consulting role with the Company until May 31, 2020.

Mr. Fehlman's departure is not the result of any disagreement with the Company on any matter related to the Company's operations, financial statements or accounting, policies or practices.

The Company has initiated a comprehensive search for a permanent Chief Financial Officer and has appointed Philip Schlom, the Company's Vice President and Chief Accounting Officer to serve as Interim Chief Financial Officer, effective immediately. Mr. Schlom will serve as Interim Chief Financial Officer until the Company finds a permanent Chief Financial Officer.

At this time, it has not been determined whether any changes will be made to Mr. Schlom's current compensation arrangements in connection with his appointment as Interim Chief Financial Officer.

Mr. Schlom has no family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which he will be selected as an officer of the Company. In addition, there have been no transactions directly or indirectly involving Mr. Schlom that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed as part of this report.

Exhibit	Description
99.1	Press Release issued by AZZ Inc., dated May 4, 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: May 4, 2020	By: /s/ Tara D. Mackey
	Tara D. Mackey Chief Legal Officer and Secretary

EX-99.1

AZZ Inc. Announces Departure of Paul W. Fehlman and Appoints Philip Schlom as Interim Chief Financial Officer

May 4, 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 that Paul W. Fehlman, Senior Vice President and Chief Financial Officer, will be leaving the Company on May 31, 2020 to pursue other business opportunities. The Company has appointed Philip Schlom, the Company’s Vice President, Chief Accounting Officer, to assume the role of Interim Chief Financial Officer. The Company plans to conduct a comprehensive search to find a permanent Chief Financial Officer.

Tom Ferguson, Chief Executive Officer of AZZ, said, “On behalf of the Board and management team, I would like to express our appreciation to Paul Fehlman for his leadership, financial expertise and cash management efforts during his six year tenure with AZZ. We wish him the best in his future endeavors. We are pleased to have Philip Schlom, our current Vice President, Chief Accounting Officer, step in as interim Chief Financial Officer as we navigate changes to the finance team and hiring a permanent CFO.”

Mr. Schlom, 55, is a highly experienced financial executive having served at major publicly-traded companies including Exterran Corporation, a provider of energy equipment and services to energy customers globally, and Parker Drilling Company, which provides drilling services and rental tools to the energy industry. Mr. Schlom has also held numerous accounting and leadership roles at Shared Technologies, Inc., a leading North American unified communications and managed services provider; Flowserve Corporation, one of the world’s leading providers of fluid motion and control products and services; and PricewaterhouseCoopers (PWC), a global network of firms that provide audit, assurance, tax, and advisory services.

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-

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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.

Contact:	David Nark, Vice President of Marketing and Communications
	AZZ Inc. 817-810-0095
	Internet: www.azz.com
	Lytham Partners 602-889-9700
	Joe Dorame, Robert Blum or Joe Diaz
	Internet: www.lythampartners.com

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XML

Document and Entity Information Document and Entity Information	May 01, 2020
Document & Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 01, 2020
Entity Registrant Name	AZZ Inc.
Entity Incorporation, State or Country Code	TX
Entity File Number	1-12777
Entity Tax Identification Number	75-0948250
Entity Address, Address Line One	One Museum Place, Suite 500
Entity Address, Address Line Two	3100 West 7th Street
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76107
City Area Code	817
Local Phone Number	810-0095
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	AZZ
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000008947
Amendment Flag	false