8-K 1 a8kresults_2019asm.htm 8-K 2019 ANNUAL MEETING RESULTS 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 9, 2019

AZZ INC.
(Exact name of Registrant as specified in its charter)

TEXAS
(State or Other Jurisdiction of Incorporation or Organization)
1-12777
Commission File No.
75-0948250
(I.R.S. Employer Identification Number)
 
 
 
 
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, TX 76107
(Address of principal executive offices, including zip code)
 
Registrant’s Telephone Number, including Area Code:
817-810-0095

None
(Former name or former address, if changed since last report)
 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
AZZ
New York Stock Exchange

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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§240.12-b of this chapter)or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company
o

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.
o



Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 9, 2019, AZZ Inc. (the "Company") held its 2019 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 28, 2019. 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 until the next annual shareholders meeting.

 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
Daniel E. Berce
18,913,683

 
3,726,068

 
2,036,383

Paul Eisman
22,480,519

 
159,232

 
2,036,383

Daniel R. Feehan
21,787,933

 
851,818

 
2,036,383

Thomas E. Ferguson
22,416,668

 
223,083

 
2,036,383

Kevern R. Joyce
22,252,867

 
386,854

 
2,036,383

Venita McCellon-Allen
22,470,115

 
169,636

 
2,036,383

Ed McGough
22,355,396

 
284,355

 
2,036,383

Stephen E. Pirnat
22,350,050

 
289,701

 
2,036,383

Steven R. Purvis
22,333,957

 
305,794

 
2,036,383


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

For
 
Against
 
Abstain
 
Broker Non-Votes
22,424,797
 
184,314
 
30,640
 
2,036,383

Proposal 3.    Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 29, 2020.

For
 
Against
 
Abstain
24,537,157

 
109,252

 
29,725



    





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 10, 2019
By:
/s/ Tara D. Mackey
 
 
 
Tara D. Mackey
Chief Legal Officer and Secretary