AZZ INC. (NYSE:AZZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AZZ INC. (NYSE:AZZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

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On January 17, 2019, the Board of Directors (the “Board”) of AZZ Inc. (the “Company”), upon the recommendation of the Compensation Committee, adopted the AZZ Inc. Deferred Compensation Plan (the “Plan”), effective April 1, 2019. The Plan is an unfunded nonqualified deferred compensation plan for designated management and highly compensated employees (including the Company’s “named executive officers”) and non-employee members of the Company’s Board. The Plan will be administered by the Retirement Committee.

Under the Plan, participants may elect to defer up to 80% of their base salaries and up to 50% of their cash bonuses, with such deferred amounts to be paid in accordance with such participant’s elections under the Plan, and in the case of directors, all or a designated portion of their annual cash retainers and meeting fees, if applicable. In addition to elective deferrals, the Plan also permits the Company to make future matching and discretionary contributions to participant accounts, as the Company may determine from time to time in its sole discretion. Participants are fully vested at all times in their elective deferrals. If the Company makes matching and discretionary contributions they will vest based on the schedules established by the Retirement Committee at the time any such contributions are made.

Generally, payment of deferred amounts are made upon the participant’s separation from service, or, if the participant elects, upon an earlier fixed date or change in control. Upon death, any remaining outstanding deferred amounts will be payable to the participant’s beneficiary. Deferred payments under the Plan are payable in the form of a lump sum cash distribution, but in some cases may be payable in installments, at the election of the participant made in accordance with the terms of the Plan. The deferrals and Company contributions (if any) are credited to the participant’s account under the Plan and are credited with deemed investment returns. The deemed investment returns for a participant’s account are based on the returns of certain investment funds elected by the participant.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Section 8 – Other Events

Item 8.01 – Other Events.

On January 18, 2019, the Company issued a press release announcing that on January 17, 2019 its Board authorized a quarterly cash dividend of $0.17 per share on the Company’s outstanding shares of common stock. The dividend is payable on February 12, 2019 to shareholders of record as of the close of business on January 29, 2019.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.


The following exhibit is filed as part of this report.

AZZ INC Exhibit
EX-99.1 3 azzq3fy19divrel.htm EXHIBIT 99.1 DIVIDEND RELEASE Exhibit AZZ Inc. Announces Quarterly Cash Dividendof $0.17 Per ShareJanuary 18,…
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AZZ Inc. is a provider of galvanizing services, welding solutions, specialty electrical equipment and engineered services to the power generation, transmission, distribution, refining and industrial markets. The Company operates through two segments: Energy segment and Galvanizing segment. Its Energy segment provides products and services designed to support industrial, nuclear and electrical applications. Its product offerings include custom switchgear, electrical enclosures, medium and high voltage bus ducts, explosion proof and hazardous duty lighting, nuclear safety-related equipment and tubular products. Its Galvanizing segment provides hot dip galvanizing to the steel fabrication industry through facilities located throughout the United States and Canada. It serves fabricators or manufacturers that provide services to the electrical and telecommunications, bridge and highway, petrochemical and general industrial markets and various original equipment manufacturers.

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