UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES 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)
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TEXAS (State or Other Jurisdiction of Incorporation or Organization) | 1-12777 Commission File No. | 75-0948250 (I.R.S. Employer Identification Number) |
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| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2014, the Board of Directors (the “Board”) of AZZ incorporated, a Texas corporation (the “Company”), elected Mr. Steve Pirnat to the Board.
Mr. Pirnat currently serves as the Managing Director, Europe, the Middle East and Africa for Quest Integrity Group of Team, Inc. Mr. Pirnat has also served as the President of Quest Integrated Inc., a technology incubator and boutique private equity firm and President of the Quest Metrology Group LLC. From 2000 to 2009, Mr. Pirnat served as the President and Chief Executive Officer of John Zink Company LLC, a wholly owned subsidiary of Koch Industries and a global leading supplier of combustion and environmental solutions. From 1998 to 1999, Mr. Pirnat served as President and Chief Executive Officer of Pangborn Corporation, a leading supplier of surface preparation equipment and associated services to the automotive and aircraft industries. From 1988 to 1998, Mr. Pirnat served in various sales, marketing, operational, engineering and executive positions at Ingersoll-Rand and Ingersoll-Dresser Corporation. Mr. Pirnat currently serves as a member of the board of directors for ClearSign Combustion Inc. and Profire Energy, Inc. Mr. Pirnat earned a B.S. in Mechanical Engineering from the New Jersey Institute of Technology.
The election of Mr. Pirnat to the Board was not subject to any arrangement or understanding between the Company and Mr. Pirnat, and Mr. Pirnat has not entered into any employment agreement with the Company.
Mr. Pirnat has not been appointed to any committee of the Board.
During the past three years, Mr. Pirnat has not had any transactions with the Company and there is no family relationship among the Company’s officers and directors and Mr. Pirnat.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On July 8, 2014, AZZ issued a press release announcing the election of Mr. Pirnat to the Board. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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.
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Exhibit No. | | Description |
99.1 | | Press Release issued by AZZ incorporated on July 8, 2014. | |
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.
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| AZZ incorporated
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Date: July 8, 2014 | By: /s/ Tara D. Mackey |
| Tara D. Mackey Chief Legal Officer and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. | | Description |
99.1 | | Press Release issued by AZZ incorporated on July 8, 2014. | |
AZZ incorporated Appoints Stephen E. Pirnat
To The Board of Directors
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Contact: | Paul Fehlman, Senior Vice President - Finance and CFO |
| AZZ incorporated 817-810-0095 |
| Internet: www.azz.com |
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| Lytham Partners 602-889-9700 |
| Joe Dorame, Joe Diaz or Robert Blum |
| Internet: www.lythampartners.com |
July 8, 2014 - FORT WORTH, TX - AZZ incorporated (NYSE: AZZ) (“AZZ”), a global provider of electrical products and highly engineered services and a provider of galvanizing services in North America, today announced the appointment of Mr. Stephen E. Pirnat to serve as a new member of AZZ’s Board of Directors. Mr. Pirnat will stand for re-election at AZZ’s Annual Shareholders meeting in 2015, along with other AZZ directors.
Mr. Pirnat currently serves as the Managing Director, Europe, the Middle East and Africa for Quest Integrity Group of Team, Inc. Mr. Pirnat has also served as the President of Quest Integrated Inc., a technology incubator and boutique private equity firm and President of the Quest Metrology Group LLC. From 2000 to 2009, Mr. Pirnat served as the President and Chief Executive Officer of John Zink Company LLC, a wholly owned subsidiary of Koch Industries and a global leading supplier of combustion and environmental solutions. From 1998 to 1999, Mr. Pirnat served as President and Chief Executive Officer of Pangborn Corporation, a leading supplier of surface preparation equipment and associated services to the automotive and aircraft industries. From 1988 to 1998, Mr. Pirnat served in various sales, marketing, operational, engineering and executive positions at Ingersoll-Rand and Ingersoll-Dresser Corporation. Mr. Pirnat currently serves as a member of the board of directors for ClearSign Combustion Inc. and Profire Energy, Inc. Mr. Pirnat earned a B.S. in Mechanical Engineering from the New Jersey Institute of Technology.
Kevern Joyce, Chairman of AZZ’s Board of Directors, said, “We are pleased Steve Pirnat has agreed to join AZZ’s Board of Directors. Steve has built a distinguished career providing infrastructure solutions to large industrial companies both here in the U.S. and internationally. He has extensive experience and understanding of the industries in which AZZ operates and he will be a valuable asset in providing the Board a broader scope of industry perspective making its deliberations even more effective.”
Mr. Joyce concluded, “This is an important step for our board as we look to periodically add new members both to diversify the Board’s experience and its decision-making process. We have recently implemented a Board refreshment initiative for succession planning, and the addition of Steve Pirnat is the first step in this strategic initiative, which we expect to continue over the next few years.”
AZZ incorporated is a global provider of specialty electrical equipment and highly engineered services to the power generation, transmission, distribution, and industrial markets as well as a leading provider of hot dip galvanizing services to the North American steel fabrication market.
Certain statements herein about our expectations of future events or results constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as, “may,” “should,” “expects,“ “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Such forward-looking statements are based on currently available competitive, financial and economic data and management’s views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. This release may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand and responses to products and services offered by AZZ, including demand by the power generation markets, electrical transmission and distribution markets, the industrial markets, and the hot dip galvanizing markets; prices and raw material cost, including zinc and natural gas which are used in the hot dip galvanizing process; changes in the political stability and economic conditions of the various markets that AZZ serves, both foreign and domestic, customer requested delays of shipments, acquisition opportunities, currency exchange rates, adequacy of financing, and availability of experienced management employees to implement AZZ’s growth strategy. AZZ has provided additional information regarding risks associated with the business in AZZ’s Annual Report on Form 10-K for the fiscal year ended February 28, 2014 and other filings with the SEC, available for viewing on AZZ’s website at www.azz.com and on the SEC’s website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. These statements are based on information as of the date hereof and AZZ assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
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