AZZ Inc. Proxy Statement Filed

TL;DR

AZZ proxy statement out - vote on directors & auditors soon.

AI Summary

AZZ Inc. filed a Definitive Proxy Statement (DEFA14A) on June 28, 2024, for its annual meeting. The filing details the company's governance, executive compensation, and proposals to be voted on by shareholders. Key items likely include the election of directors and ratification of independent auditors.

Why It Matters

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

Risk Assessment

Risk Level: low — This is a routine proxy filing, providing standard corporate governance information to shareholders.

Key Players & Entities

• AZZ INC. (company) — Registrant
• 0001104659-24-076336 (filing_id) — Accession Number
• 20240628 (date) — Filing Date

FAQ

Key Financial Figures

• $72.80 — he closing price of AZZ common stock of $72.80. (3) Mr. Russell did not receive FY20

Filing Documents

• tm2417747d1_defa14a.htm (DEFA14A) — 283KB
• tm2417747d1_defa14aimg001.jpg (GRAPHIC) — 12KB
• tm2417747d1_defa14aimg002.jpg (GRAPHIC) — 24KB
• 0001104659-24-076336.txt ( ) — 334KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ¨ Definitive Proxy Statement Definitive Additional Materials ¨ Soliciting Material Under §240.14a-12 AZZ INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. ¨ Fee paid previously with preliminary materials. ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. AZZ INC. SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JULY 9, 2024 EXPLANATORY NOTE This proxy statement supplement (the "Supplement") supplements and amends the definitive proxy statement on Schedule 14A (the "Proxy Statement") filed with the Securities and Exchange Commission by AZZ Inc. (hereinafter, the "Company" or "AZZ") on May 28, 2024. Following the filing of the Proxy Statement, the Company discovered the following clerical errors: · In determining the Company's total shareholder return ("TSR") relative to the TSR of the Company's industry peer group companies for its FY2022 performance share units ("PSUs") that vested May 4, 2024, it was determined that one of the FY2022 PSU industry peer group companies had been acquired during the three-year performance cycle, and should not have been included in the percentile ranking calculation. Inadvertently leaving this acquired company in the FY2022 PSU TSR industry peer group company analysis resulted in a payout of 134% to the NEOs rather than a payout of 128% had the acquired peer group company been removed from the rankings. · The amounts for outstanding restricted stock unit awards ("RSUs") listed in the "Number of Shares or Units of Stock That Have Not Vested" column of the Outstanding Equity Awards at Fiscal Year-End 2024 table and the amounts reflected for potentially accelerated vesting of RSUs in certain events in the Potential Payments tables incorrectly included the full original grant amounts for each of the awards detailed in such column and tables, respectively, rather than the actual remaining unvested awards subject to vesting conditions and therefore inadvertently overstated these outstanding awards in those tables. This Supplement is being filed to correct the errors described above by: · Revising the discussion of the payout for the FY2022 PSUs originally set forth on pages 47-48 of the Proxy Statement to reflect the corrected TSR industry peer group information and the decision of the Compensation Committee to ratify the prior issuance of the additional 6% payout of shares; · Reproducing the Outstanding Equity Awards at Fiscal Year-End 2024 table, originally set forth on page 68 of the Proxy Statement, with changes to correct the amount of the unvested RSUs held by each of the NEOs as of February 29, 2024; and · Reproducing the Potential Payments tables, originally set forth on page 75 of the Proxy Statement, with changes to correct the amounts listed for potentially accelerated vesting of RSUs to each of the NEOs. Except as specifically discussed in this Explanatory Note, this Supplement does not otherwise modify or update any other disclosures presented in the Proxy Statement. This Supplement should be read in conjunction with the Proxy Statement, a copy of which is available at www.proxyvote.com and www.azz.com/investor-relations and, from and after the date of this Supplement, any references to the "Proxy Statement" shall be deemed to include the Proxy Statement as amended by this Supplement. In addition, this Supplement does not reflect any other events occurring after the date of the Proxy Statement or modify or update any other disclosures that may have been affected by subsequent events. If you have already voted by Internet, telephone, or by mail, you do not need to take any action unless you wish to change your vote. Proxy voting instructions already returned by shareholders (via Internet, telephone, or mail) will remain valid and will be voted at the Annual Meeting unless revoked. Important information regarding how to vote your shares and revoke proxies already cast is available in the Proxy Statement under the caption "Annual Meeting Information and Other Matters." The updated text and tables related to the discussion of the payout for the FY2022 PSUs on pages 47-48 of the Proxy Statement shall read as follows: On the last day of fiscal year 2024, the three-year performance cycle fo

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View this DEFA14A filing on SEC EDGAR