8-K 1 secondamendedceoagmt8k.htm 8-K CEO AMENDED EMPLOY AGMT 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): October 3, 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)

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))



Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols(s)
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 (§240.12-b 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 12(a) of the Exchange Act. o


    




Item 5.02 - Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Second Amended and Restated Employment Agreement

On October 3, 2019, AZZ Inc., a Texas corporation (the “Company”), entered into a Second Amended and Restated Employment Agreement (the “Second Amended Agreement”) with the Company’s President and Chief Executive Officer, Tom Ferguson, the terms of which were approved by the Company’s Board of Directors. The Second Amended Agreement supersedes and replaces the previous employment agreement between the Company and Mr. Ferguson, dated September 29, 2016. Mr. Ferguson will continue to serve as the Company's President and Chief Executive Officer and as a member of the Company's Board of Directors through October 3, 2022.
Except as described above, provisions in the Second Amended Agreement are substantially the same as those contained in Mr. Ferguson’s previous employment agreement. The foregoing summary of the Second Amended Agreement does not purport to be complete and is qualified by reference to the full text of the Second Amended Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibits are filed as part of this report.



    


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: October 7, 2019
By:
/s/ Tara D. Mackey
 
 
 
Tara D. Mackey
Chief Legal Officer and Secretary