Form8-K7-14-15Resultsof2015ASM


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 14, 2015

AZZ INC.
(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

AZZ incorporated
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain          Officers; Compensatory Arrangements of Certain Officers.

On July 14, 2015, Messrs. Dana Perry and Sam Rosen retired from their positions as members of the Board of Directors (the "Board").

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 14, 2015, the shareholders of the Company voted to approve the adoption of the Amended and Restated Certificate of Formation of AZZ Inc. (the “Restated Certificate”), which consolidates the original Articles of Incorporation and the subsequent amendments into the current Restated Certificate and shortens the Company's name from "AZZ incorporated" to "AZZ Inc." The Restated Certificate was filed with the Texas Secretary of State on July 14, 2015 and will become effective immediately upon the acceptance of the Restated Certificate from the Texas Secretary of State. The Restated Certificate is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

The Board approved to amend and restate the Company’s Bylaws solely to reflect the name change of the Company from AZZ incorporated to AZZ Inc. The amended and restated Bylaws became effective immediately following the adjournment of the Company’s 2015 Annual Meeting of Shareholders (the “Annual Meeting”). The amended and restated Bylaws are included as Exhibit 3.2 to this Current Report and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 14, 2015, the Company held its 2015 Annual Meeting. At the Annual Meeting, the Company’s shareholders approved six 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 May 28, 2015. The final voting results with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1.
Election of eight directors each to serve for a one year term until the 2016 Annual Meeting of Shareholders.    
 
For
 
Withheld
 
Broker Non-Votes
Daniel E. Berce
21,037,427

 
394,386

 
2,797,474

Martin C. Bowen
21,112,804

 
319,009

 
2,797,474

Dr. H. Kirk Downey
21,113,606

 
318,207

 
2,797,474

Daniel R. Feehan
11,623,166

 
9,808,647

 
2,797,474

Thomas E. Ferguson
21,341,365

 
90,448

 
2,797,474

Peter A. Hegedus
21,382,992

 
48,821

 
2,797,474

Kevern R. Joyce
20,911,279

 
520,534

 
2,797,474

Stephen E. Pirnat
20,774,990

 
656,823

 
2,797,474


Proposal 2.     Approval of the adoption of an Amended and Restated Certificate of Formation.

For
 
Against
 
Abstain
 
Broker Non-Votes
24,082,227

 
61,803

 
85,257

 






    


Proposal 3.
Re-Approval of the material terms of the Senior Management Bonus Plan for purposes of complying with Section 162(m) of the Internal Revenue Code.

For
 
Against
 
Abstain
 
Broker Non-Votes
21,054,413

 
325,874

 
51,526

 
2,797,474


Proposal 4.     Approval of the Say-On-Pay Proposal on its executive compensation program.

For
 
Against
 
Abstain
 
Broker Non-Votes
20,865,242

 
514,946

 
51,625

 
2,797,474



Proposal 5.     Advisory vote on the frequency of an advisory vote on executive compensation.

One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker Non-Votes
18,998,187

 
170,195

 
2,242,484

 
20,947

 
2,797,474



Proposal 6.
Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 29, 2016.

For
 
Against
 
Abstain
22,056,132

 
1,749,766

 
423,389



Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibits are filed as part of this report.

Exhibit No.

 
Description

3.1
 
Amended and Restated Certificate of Formation of AZZ Inc.
 
 
 
3.2
 
Amended and Restated Bylaws of AZZ Inc.





    


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.

 
 
 
 
 
 
 
 
 
Date: July 14, 2015
By:
/s/ Tara D. Mackey
 
 
 
Tara D. Mackey
Chief Legal Officer and Corporate Secretary
 
 
 
 
 


EXHIBIT INDEX

Exhibit No.

 
Description

3.1
 
Amended and Restated Certificate of Formation of AZZ Inc.
 
 
 
3.2
 
Amended and Restated Bylaws of AZZ Inc.