SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
July 13, 2021
Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, Texas 76107
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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 5.07 Submission of Matters to a Vote of Security Holders.
On July 13, 2021, the Company held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). The number of shares present at the Annual Meeting was 23,528,506, representing 94.05% of the 25,014,715 shares issued and outstanding and entitled to vote on the record date of May 14, 2021. At the Annual Meeting, upon the recommendation of the Company's Board of Directors, the Company’s shareholders approved four proposals. These proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 1, 2021. 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.
|Daniel E. Berce||18,607,356||2,064,831||1,586,649||1,269,670|
|Daniel R. Feehan||21,656,164||156,746||445,926||1,269,670|
|Thomas E. Ferguson||22,060,724||103,702||94,410||1,269,670|
|Clive A. Grannum||22,089,483||95,270||74,083||1,269,670|
|Carol R. Jackson||22,069,564||115,603||73,669||1,269,670|
|Steven R. Purvis||22,039,920||105,126||113,790||1,269,670|
Proposal 2. Approve, on an advisory basis, the Company’s executive compensation program.
Proposal 3. Approve, on an advisory basis, the frequency of the Say-On-Pay votes. In consideration of the shareholder votes, the Company will continue to include a vote on the Company's executive compensation program every year, until the next required vote on the frequency of shareholder votes on the compensation of its executive officers, which will be in 2027.
|One Year||Two Years||Three Years||Abstain||Broker Non-Votes|
Proposal 4. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2022.
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.
|Date: July 13, 2021|
By: /s/ Tara D. Mackey
|Tara D. Mackey|
Chief Legal Officer and Secretary