Current Report Filing (8-k)
June 16 2022 - 12:18PM
Edgar (US Regulatory)
0000008947false00000089472022-06-162022-06-16
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
June 16, 2022
Date of Report (Date of earliest event reported)
AZZ Inc.
(Exact name of Registrant as specified in its charter)
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Texas |
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1-12777 |
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75-0948250 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, Texas 76107
(Address of principal executive offices) (Zip Code)
(817)
810-0095
(Registrant’s telephone number, including area code)
Not applicable
(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock |
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AZZ |
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New York Stock Exchange |
Indicate by check mark whether the Registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). Emerging growth
company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Item 7.01 Regulation FD Disclosure.
AZZ Inc. (the "Company")
has prepared presentation materials (the "Presentation
Materials")
that management and the Company's proxy solicitor, Innisfree
M&A Incorporated, intend to use from time to time on and after
June 16, 2022 in talking with shareholders, including shareholders
who are employees, to solicit proxies for the Company's 2022 Annual
Meeting of Shareholders to be held on July 12, 2022. A copy of the
Presentation Materials is furnished as Exhibit 99.1 hereto and
incorporated by reference herein.
The information contained in the Presentation Materials is summary
information that should be considered within the context of the
Company's filings with the Securities and Exchange Commission and
other public announcements that the Company may make by press
release or otherwise from time to time. The Presentation Materials
speak as of the date of this Current Report on Form 8-K
("Current
Report").
While the Company may elect to update the Presentation Materials in
the future to reflect events and circumstances occurring or
existing after the date of this Current Report, the Company
specifically disclaims any obligation to do so.
The forgoing information is being furnished pursuant to Item 7.01
of Form 8-K and will not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liability of such Section. The information in this
Item 7.01 shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities
Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed as part of this report.
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Exhibit |
Description |
99.1 |
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104 |
Cover Page Interactive Date File (embedded with the Inline XBRL
document).
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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 Inc. |
Date: June 16, 2022 |
By:
/s/ Tara D. Mackey
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Tara D. Mackey
Chief Legal Officer and Secretary |
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