ProxyVoteTabulation2014


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 8, 2014

AZZ incorporated
(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
    
None
(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 5.07. Submission of Matters to a Vote of Security Holders.

On July 8, 2014, AZZ incorporated (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved four 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 29, 2014. 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.
    
 
For
 
Withheld
 
Broker Non-Votes
Thomas E. Ferguson
19,557,212
 
747,019
 
3,593,786
Dana L. Perry
19,445,688
 
858,543
 
3,593,786
Daniel E. Berce
19,477,736
 
826,495
 
3,593,786
Martin C. Bowen
19,391,261
 
912,970
 
3,593,786
Sam Rosen
19,502,426
 
801,805
 
3,593,786
Kevern R. Joyce
19,495,734
 
808,497
 
3,593,786
Dr. H. Kirk Downey
19,369,604
 
934,627
 
3,593,786
Daniel R. Feehan
12,153,605
 
8,150,626
 
3,593,786
Peter A. Hegedus
20,234,927
 
69,304
 
3,593,786
            
Proposal 2.    Approval of AZZ Incorporated 2014 Long Term Incentive Plan.

For
 
Against
 
Abstain
 
Broker Non-Votes
17,987,395
 
2,275,500
 
41,336
 
3,593,786


Proposal 3.     Approval of the Say-On-Pay Proposal on its executive compensation program.

For
 
Against
 
Abstain
 
Broker Non-Votes
19,751,959
 
375,598
 
176,674
 
3,593,786


Proposal 4.
Ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending on February 28, 2015.

For
 
Against
 
Abstain
 
Broker Non-Votes
22,715,267
 
839,573
 
343,177
 
0






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.

 
 
 
 
AZZ incorporated
 
Date: July 8, 2014 
By: /s/ Tara D. Mackey  
 
 
Tara D. Mackey
Chief Legal Officer and
Corporate Secretary