2013ProxyVotingResults


    
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 9, 2013

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 9, 2013, 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 June 4, 2013. 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 for a term of one year.
    
 
For
 
Withheld
 
Broker Non-Votes
David H. Dingus
19,547,716

 
420,153

 
3,331,819

Dana L. Perry
18,471,675

 
1,496,194

 
3,331,819

Daniel E. Berce
19,189,876

 
777,993

 
3,331,819

Martin C. Bowen
19,294,936

 
672,933

 
3,331,819

Sam Rosen
19,492,104

 
475,765

 
3,331,819

Kevern Joyce
19,188,941

 
778,928

 
3,331,819

Dr. H. Kirk Downey
19,185,842

 
782,027

 
3,331,819

Daniel R. Feehan
14,487,825

 
5,480,044

 
3,331,819

Peter A. Hegedus
19,307,901

 
659,968

 
3,331,819

            
Proposal 2.    Approval of an Amendment to AZZ's Articles of Incorporation to increase the number of shares of AZZ common stock for issuance to 100,000,000.

For
 
Against
 
Abstain
 
Broker Non-Votes
18,755,053

 
4,436,390

 
108,245

 
—



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

For
 
Against
 
Abstain
 
Broker Non-Votes
18,812,192

 
1,031,851

 
123,826

 
3,331,819



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, 2014.

For
 
Against
 
Abstain
 
Broker Non-Votes
22,609,408

 
135,121

 
555,159

 
—






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 10, 2013 
By:  
/s/ Dana Perry  
 
 
Dana Perry
Senior Vice President Finance
Chief Financial Officer