AZZ Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: AZZ · Form: DEF 14A · Filed: May 28, 2024 · CIK: 8947

Azz INC DEF 14A Filing Summary
FieldDetail
CompanyAzz INC (AZZ)
Form TypeDEF 14A
Filed DateMay 28, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$1.5 billion, $31.4 million
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance

Related Tickers: AZZ

TL;DR

AZZ proxy filed. Vote on directors & auditors July 9th.

AI Summary

AZZ Inc. filed its definitive proxy statement on May 28, 2024, for its annual meeting of stockholders scheduled for July 9, 2024. The filing outlines the company's governance, executive compensation, and proposals to be voted on by shareholders. Key items include the election of directors and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and financial oversight, impacting the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: low — This is a routine annual proxy filing with no immediate financial or operational risks indicated.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing?

The primary purpose is to provide shareholders with information for the annual meeting of stockholders, including details on director nominations, executive compensation, and proposals to be voted upon.

When is the AZZ Inc. annual meeting of stockholders scheduled?

The annual meeting of stockholders is scheduled for July 9, 2024.

Who is proposed to be AZZ Inc.'s independent registered public accounting firm for fiscal year 2025?

PricewaterhouseCoopers LLP is proposed to be ratified as the independent registered public accounting firm for fiscal year 2025.

What is the filing date of this definitive proxy statement?

The definitive proxy statement was filed on May 28, 2024.

Where is AZZ Inc. headquartered?

AZZ Inc. is headquartered in Fort Worth, Texas.

Filing Stats: 4,338 words · 17 min read · ~14 pages · Grade level 14.7 · Accepted 2024-05-28 09:34:58

Key Financial Figures

Filing Documents

Security Ownership of Management and Directors

Security Ownership of Management and Directors 40

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 40 Certain Relationships and Related Party Transactions 41 Procedures for Communicating with Directors 42 PROPOSAL 2–VOTE FOR AN ADVISORY APPROVAL ON THE COMPANY'S EXECUTIVE COMPENSATION PROGRAM 43

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 44 Compensation Discussion and Analysis 44 Highlights of Our Executive Compensation Program 46 Compensation Program Overview 48 Stock Ownership Guidelines for Executive Officers 63 Compensation Committee Interlocks and Insider Participation 64 Compensation Committee Report 64

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 65 Summary Compensation Table 65 Grants of Plan Based Awards 67 Outstanding Equity Awards at Fiscal Year-End 2024 68 Option Exercises and Stock Vested for Fiscal Year 2024 69 Potential Payments Upon Termination or Change of Control 69 CEO Pay Ratio 77 COMPENSATION RECOVERY ANALYSIS UNDER THE COMPANIES CLAWBACK POLICIES 79 PAY VERSUS PERFORMANCE 80 AUDIT COMMITTEE REPORT 84 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 86 TABLE OF CONTENTS PROPOSAL 3–RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 87 ANNUAL MEETING INFORMATION AND OTHER MATTERS 88 APPENDIX A: DEFINITION OF NON-GAAP MEASURES A-1 TABLE OF CONTENTS Non-GAAP Financial Measures This Proxy Statement, including the Compensation Discussion and Analysis, contains financial measures presented on a non-GAAP basis. AZZ's non-GAAP financial measures used in this document are as follows: 1) Adjusted earnings per share ("Adjusted EPS"); and 2) EBITDA. See "Appendix A" to this Proxy Statement for additional information concerning these performance measures and a reconciliation of Adjusted EPS for fiscal year 2024 to the most comparable U.S. GAAP financial measure. Further information about non-GAAP measures, including a reconciliation of Adjusted EBITDA to the most comparable GAAP measures for fiscal year 2024 is available on page 31 of our Annual Report on Form 10-K filed with the SEC on April 22, 2024. TABLE OF CONTENTS PROXY STATEMENT SUMMARY The summary below highlights information contained elsewhere in this proxy statement ("Proxy Statement"). This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references below are supplied to help you find detailed information on each proposal in this Proxy Statement. 2024 Annual Meeting of Shareholders Date and Time Place Notice Voting Rec

Executive Compensation Highlights

Executive Compensation Highlights COMPENSATION PHILOSOPHY AND OBJECTIVES Our key compensation objectives are to: attract and retain high performing, servant minded leaders; reward results, drive future strategic growth; and align the interests of our executive officers with those of our shareholders. We believe our executive compensation program strongly aligns executive pay with the interests of our shareholders. Our executive compensation program provides a combination of salary, short- and long-term incentives, and benefits to align executive officer and shareholder interests. 7 TABLE OF CONTENTS PROXY STATEMENT SUMMARY We use the following principles to achieve these objectives: A significant portion of our executive officers' total compensation is based on the Company's performance and the payouts are contingent upon the attainment of certain pre-established performance metrics and capped to minimize risk. Performance measures are highly correlated to the creation of shareholder value. We review and benchmark pay relative to the market median of our executive compensation industry peer group on an annual basis. Our executive compensation program is designed to drive long-term shareholder value and attract and retain high performing executive talent. We use annual cash incentive opportunities and equity-based awards to balance the Company's short- and long-term performance objectives. Our equity awards are equally weighted between time-vested restricted stock units, which vest ratably over a three-year period, and performance share units, which requires achievement of a pre-determined financial performance metric over a three-year performance cycle. The Compensation Committee engages an independent executive compensation consultant. Our Compensation Committee conducts an annual review of all executive compensation program components to ensure alignment with our strategic objectives and the Company's industry peers. We have a

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