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

March 26, 2024

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. ☐

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

On March 26, 2024, AZZ Inc. (the “Company” or “AZZ” ) announced that Philip Schlom has notified AZZ that he will complete the term under his existing employment agreement and then will retire from his role as the Company’s Senior Vice President and Chief Financial Officer, effective November 4, 2024.

At the end of Mr. Schlom’s employment term, Jason Crawford, 50, will be promoted to Senior Vice President and Chief Financial Officer. Mr. Crawford is currently serving as the Vice President of Finance – Precoat Metals, with Precoat Metals Corporation, a wholly owned subsidiary of AZZ, and has served in this role since May 2022, when AZZ acquired Precoat Metals, then a subsidiary of Sequa Corporation. Prior to 2022, Mr. Crawford’s tenure with Precoat Metals/Sequa Corporation included the role of Senior Vice President - Finance Sequa Corporation (2020-2022) and Senior Vice President - Finance Precoat Metals (2012-2020). He also served in numerous leadership roles within Finance at Boston Scientific, a global developer, manufacturer and marketer of medical devices (2006-2012). Prior to 2006, Mr. Crawford held various accounting and leadership roles at CTS Corporation, an electronic component manufacturing company (1995-2006).

The Compensation Committee of the Company’s Board of Directors intends to review the compensation arrangements with Mr. Crawford prior to his promotion to Chief Financial Officer. The Company will disclose in a subsequent current report on Form 8-K Mr. Crawford’s revised compensation arrangements once such arrangements have been determined by the Compensation Committee.

Mr. Crawford 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 appointed as an officer of the Company. In addition, there have been no transactions directly or indirectly involving Mr. Crawford 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 7.01 Regulation FD Disclosure.

    

A copy of the press release issued by the Company on March 26, 2024 is furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press release issued by AZZ Inc., dated March 26, 2024.
104	Cover Page Interactive Date File (embedded with the Inline XBRL document).

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: March 26, 2024	By: /s/ Tara D. Mackey
	Tara D. Mackey Chief Legal Officer and Secretary

EX-99.1

AZZ Inc. Announces CFO Succession Plan

March 26, 2024 - FORT WORTH, TX - AZZ Inc. (NYSE: AZZ), the leading independent provider of hot-dip galvanizing and coil coating solutions in North America, today announced that Mr. Philip Schlom, Chief Financial Officer of AZZ, will retire from the Company upon completion of his current agreement which concludes on November, 4, 2024. Mr. Jason Crawford, Senior Vice President - Finance of AZZ Precoat Metals, has agreed to transition into the role of Chief Financial Officer of AZZ Inc.

Tom Ferguson, Chief Executive Officer of AZZ, said “During his four years with the Company, Philip strengthened the accounting, finance, compliance, controls, and audit functions and was integral to the successful strategic transformation of the Company. While his retirement is not imminent, his work ethic and passion for the Company and its people will be hard to replace. I truly appreciate his advance notice that will ensure a smooth and well-planned transition.”

“We are fortunate to have talented leadership and significant bench strength. AZZ strives to promote a ‘next person up’ culture to ensure continuity in many of our key positions. Therefore, I am pleased to announce that Jason Crawford will be our next Chief Financial Officer. Jason currently serves as Senior Vice President – Finance AZZ Precoat Metals. His strong track record of accomplishments includes twelve years’ collective experience with Precoat Metals and parent Sequa Corporation, a $2 billion company previously owned by global investment firm Carlyle. Jason has more than 20 years of progressive experience in senior level accounting and finance leadership positions and a demonstrated track record of success on mergers and acquisitions. He has broad expertise in both domestic and international companies across a wide variety of industries” concluded Mr. Ferguson.

Prior to his current role Mr. Crawford’s tenure with Precoat Metals/Sequa Corporation included the role of Senior Vice President - Finance Sequa Corporation (2020-2022, and Senior Vice President - Finance Precoat Metals (2012-2020). He also served in numerous leadership roles within Finance at Boston Scientific (2006 to 2012). Prior to 2006 Mr. Crawford held various accounting and leadership roles at CTS Corporation (1995-2006). Mr. Crawford has a Master of Business Administration degree from Washington University Olin Business School, and a Bachelor of Arts in Accounting from University Abertay, Dundee, Scotland.

About AZZ Inc.

AZZ Inc. is the leading independent provider of hot-dip galvanizing and coil coating solutions to a broad range of end-markets. Collectively, our business segments provide sustainable, unmatched metal coating solutions that enhance the longevity and appearance of buildings, products and infrastructure that are essential to everyday life.

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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-looking statements by terminology such as "may," "could," "should," "expects," "plans," "will," "might," "would," "projects," "currently," "intends," "outlook," "forecasts," "targets," "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. Forward-looking statements speak only as of the date they are made and are subject to risks that could cause them to differ materially from actual results. 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 construction markets, the industrial markets, and the metal coatings markets. We could also experience additional increases in labor costs, components and raw materials including zinc and natural gas, which are used in our hot-dip galvanizing process; supply-chain vendor delays; customer requested delays of our products or services; delays in additional acquisition opportunities; an increase in our debt leverage and/or interest rates on our debt, of which a significant portion is tied to variable interest rates; 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, including a prolonged economic downturn or macroeconomic conditions such as inflation 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, including in Part I, Item 1A. Risk Factors, in AZZ's Annual Report on Form 10-K for the fiscal year ended February 28, 2023, and other filings with the 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 when 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.

Investor Relations and Company Contact:

David Nark, Senior Vice President of Marketing, Communications, and Investor Relations

AZZ Inc.

(817) 810-0095

www.azz.com

Investor Contact:

Sandy Martin / Phillip Kupper

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Three Part Advisors

(214) 616-2207

www.threepa.com

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XML

Document and Entity Information Document and Entity Information	Mar. 26, 2024
Document & Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Mar. 26, 2024
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