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, 2013
AZZ incorporated
(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):
| | 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 5.07. Submission of Matters to a Vote of Security Holders.
On July 9, 2013, AZZ incorporated (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company's shareholders approved four 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 June 4, 2013. 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 for a term of one year.
| For | Withheld | Broker Non-Votes | ||||||
| David H. Dingus | 19,547,716 | 420,153 | 3,331,819 | |||||
| Dana L. Perry | 18,471,675 | 1,496,194 | 3,331,819 | |||||
| Daniel E. Berce | 19,189,876 | 777,993 | 3,331,819 | |||||
| Martin C. Bowen | 19,294,936 | 672,933 | 3,331,819 | |||||
| Sam Rosen | 19,492,104 | 475,765 | 3,331,819 | |||||
| Kevern Joyce | 19,188,941 | 778,928 | 3,331,819 | |||||
| Dr. H. Kirk Downey | 19,185,842 | 782,027 | 3,331,819 | |||||
| Daniel R. Feehan | 14,487,825 | 5,480,044 | 3,331,819 | |||||
| Peter A. Hegedus | 19,307,901 | 659,968 | 3,331,819 | |||||
Proposal 2. Approval of an Amendment to AZZ's Articles of Incorporation to increase the number of shares of AZZ common stock for issuance to 100,000,000.
| For | Against | Abstain | Broker Non-Votes | |||||||
| 18,755,053 | 4,436,390 | 108,245 | — | |||||||
Proposal 3. Approval of the Say-On-Pay Proposal on its executive compensation program.
| For | Against | Abstain | Broker Non-Votes | |||||||
| 18,812,192 | 1,031,851 | 123,826 | 3,331,819 | |||||||
| Proposal 4. | Ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending on February 28, 2014. |
| For | Against | Abstain | Broker Non-Votes | |||||||
| 22,609,408 | 135,121 | 555,159 | — | |||||||
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 incorporated | |||
Date: July 10, 2013 | By: | /s/ Dana Perry | |
Dana Perry Senior Vice President Finance Chief Financial Officer | |||