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 10, 2012
 
AZZ Logo
 
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 10, 2012, 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 1, 2012.  The final voting results with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1.                      Election of three directors for terms expiring in 2015.

   
For
   
Withheld
   
Broker Non-Votes
 
David H. Dingus
    10,440,241       231,639       1,444,693  
Dana L. Perry
    9,920,426       751,454       1,444,693  
Daniel E. Berce
    10,296,997       374,883       1,444,693  

Proposal 2.                      Approval of the Say-On-Pay Proposal on its executive compensation program.

For
   
Against
   
Abstain
   
Broker Non-Votes
 
  10,214,934       412,373       44,573       1,444,693  


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, 2013.

For
   
Against
   
Abstain
   
Broker Non-Votes
 
  11,823,689       45,764       247,120       -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 10, 2012
By:  
/s/ Dana Perry
 
   
Dana Perry
Senior Vice President Finance
Chief Financial Officer