AZZ shareholders back board, pay and auditor

AZZ Inc. reported the results of its 2026 annual shareholder meeting held on July 7, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

AZZ Inc. reported the results of its 2026 annual shareholder meeting held on July 7, 2026. Shareholders elected seven directors to serve one-year terms, with each nominee receiving more votes for than against. Support levels varied by director but all comfortably cleared opposition and abstentions.

Shareholders also approved, on an advisory basis, the Company’s executive compensation program, with 25,750,305 votes for, 963,382 against, and 34,979 abstentions, plus 1,815,645 broker non-votes. In addition, they ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending February 28, 2027, with 28,526,664 votes for, 13,453 against, and 24,194 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Votes for executive compensation: 25,750,305 votes Votes against executive compensation: 963,382 votes Auditor ratification votes for: 28,526,664 votes +4 more

7 metrics

Votes for executive compensation 25,750,305 votes Advisory say-on-pay proposal at 2026 annual meeting

Votes against executive compensation 963,382 votes Advisory say-on-pay proposal at 2026 annual meeting

Auditor ratification votes for 28,526,664 votes Ratification of Grant Thornton LLP for FY ending Feb. 28, 2027

Auditor ratification votes against 13,453 votes Ratification of Grant Thornton LLP for FY ending Feb. 28, 2027

Broker non-votes on pay 1,815,645 votes Executive compensation advisory vote at 2026 annual meeting

Votes for director Thomas E. Ferguson 26,625,488 votes Election of directors for one-year term at 2026 annual meeting

Votes for director Clive A. Grannum 26,702,934 votes Election of directors for one-year term at 2026 annual meeting

Key Terms

broker non-votes, advisory basis, independent registered public accounting firm, annual meeting of shareholders, +1 more

5 terms

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"Approve, on an advisory basis, the Company’s executive compensation program."

independent registered public accounting firm financial

"Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual meeting of shareholders financial

"held its 2026 annual meeting of shareholders (the “Annual Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

definitive proxy statement regulatory

"described in detail in the Company’s definitive proxy statement on Schedule 14A"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AZZ (AZZ) shareholders decide at the 2026 annual meeting?

Shareholders elected seven directors for one-year terms, approved the executive compensation program on an advisory basis, and ratified Grant Thornton LLP as independent auditor for the fiscal year ending February 28, 2027.

How did AZZ (AZZ) shareholders vote on the director elections in 2026?

All seven director nominees received more votes for than against. For example, Thomas E. Ferguson received 26,625,488 votes for, 115,679 against, 7,499 abstentions, and 1,815,645 broker non-votes, confirming his re‑election for a one-year term.

Was AZZ (AZZ) executive compensation approved by shareholders in 2026?

Yes. The advisory vote on AZZ’s executive compensation program received 25,750,305 votes for, 963,382 against, and 34,979 abstentions, with 1,815,645 broker non-votes, indicating shareholder approval of the pay program described in the proxy statement.

Who is AZZ’s (AZZ) independent auditor for the year ending February 28, 2027?

Shareholders ratified Grant Thornton LLP as AZZ’s independent registered public accounting firm for the fiscal year ending February 28, 2027, with 28,526,664 votes for, 13,453 against, and 24,194 abstentions at the 2026 annual meeting.

What are broker non-votes in the AZZ (AZZ) 2026 meeting results?

Broker non-votes occur when brokers do not receive voting instructions from beneficial owners on non-routine items. For AZZ’s 2026 meeting, items like director elections and executive compensation each show 1,815,645 broker non-votes in the final tallies.

Which AZZ (AZZ) director received the highest number of votes for in 2026?

Among the listed directors, Clive A. Grannum received one of the highest for totals, with 26,702,934 votes for, 37,481 against, 8,251 abstentions, and 1,815,645 broker non-votes, supporting his election for a one-year term.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/07/2026 - 12:52 PM EDT

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

July 7, 2026

Date of Report (Date of earliest event reported)

AZZ Inc.

(Exact name of Registrant as specified in its charter)

Texas

1-12777

75-0948250

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

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:


☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

AZZ

New York Stock Exchange

NYSE Texas, Inc.

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 5.07 Submission of Matters to a Vote of Security Holders.

On July 7, 2026, AZZ Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved three 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 26, 2026. The final voting results with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1. Election of seven directors each to serve for a one-year term until the next annual meeting of shareholders.


	For	Against	Abstain	Broker Non-Votes

Daniel E. Berce	26,238,888	501,619	8,159	1,815,645
Thomas E. Ferguson	26,625,488	115,679	7,499	1,815,645
Clive A. Grannum	26,702,934	37,481	8,251	1,815,645
Carol R. Jackson	24,373,087	2,129,636	245,943	1,815,645
Ed McGough	26,565,443	175,074	8,149	1,815,645
Steven R. Purvis	25,857,787	882,710	8,169	1,815,645
Aaron Schapper	26,305,149	435,714	7,803	1,815,645
Charles Treadway	26,305,431	435,491	7,744	1,815,645

Proposal 2. Approve, on an advisory basis, the Company’s executive compensation program.


For	Against	Abstain	Broker Non-Votes
25,750,305	963,382	34,979	1,815,645

Proposal 3. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027.


For	Against	Abstain
28,526,664	13,453	24,194


Item 9.01			Financial Statements and Exhibits.

(d) Exhibit.


Exhibit No.			Description
104			Cover Page Interactive File (embedded with the Inline XBRL document)

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 Inc.
Date: July 7, 2026			By: /s/ Tara D. Mackey
			Tara D. Mackey Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents