New chair and independent directors join AZZ Inc. (NYSE: AZZ) board

Rhea-AI Filing Summary

AZZ Inc. is implementing several board succession moves. Longtime director and Board Chair Dan Feehan will step down as Chair and retire from the Board at the end of his current term in July 2026, in line with the company’s mandatory retirement age.

The Board has appointed Dan Berce as the new Chair, effective March 1, 2026. It also appointed two new independent directors, Aaron Schapper and Charles “Chuck” Treadway, effective April 8, 2026. With these changes, the Board will have eight members, seven of whom are independent, with four added in the last five years.

0000008947false00000089472026-02-282026-02-28

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

February 28, 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

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. ☐

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.

Retirement of Director

In accordance with AZZ Inc.’s (the “Company”) Corporate Governance Guidelines and mandatory retirement age, Mr. Daniel Feehan notified the Company on February 28, 2026, of his decision to retire from the Company’s Board of Directors (the “Board”) at the end of his current term and not stand for re-election. Mr. Feehan will retire from the Board immediately before the Company’s 2026 Annual Meeting of Shareholders.

Mr. Feehan has served as a member of the Board since 2000 and as Chair of the Board since 2019. He is currently a member of the Company’s Compensation Committee and its Nominating and Corporate Governance Committee, and will retire from those roles when his term expires.

In connection with Mr. Feehan’s announced retirement, the Board has appointed Mr. Daniel Berce to succeed Mr. Feehan as Chair of the Board, effective March 1, 2026.

Appointment of Directors

Also on February 28, 2026, the Board, appointed Mr. Aaron Schapper, age 52, and Mr. Charles Treadway, age 60, to serve as members of the Board, effective April 8, 2026, which is AZZ's first Board meeting of fiscal year 2027.

Mr. Schapper has served as President, Chief Executive Officer and a member of the Board of Directors for Myers Industries Inc., since 2025. Prior to joining Myers Industries, Mr. Schapper served in various executive level leadership roles with Valmont Industries, Inc., including Group President, Agriculture and Chief Strategy Officer from 2023-2024; Group President of Infrastructure from 2020-2023; Group President of Utility Support Structures from 2016-2023; Vice President and General Manager, International Irrigation and Global Engineering from 2015-2016; Vice President and General Manager, International Irrigation and Global Engineering 2015-2016. Prior to joining Valmont, Mr. Schapper served as General Manager, Asia for Orbit Irrigation Products LLC. Mr. Schapper earned a B.S. in Mechanical Engineering and a B.A. in Mandarin Chinese from the University of Utah. He also holds an Executive M.B.A. from Northwestern University's Kellogg School of Management at Hong Kong University of Science and Technology.

Mr. Treadway has served as President, Chief Executive Officer and a member of the Board of Directors of Vistance Networks, Inc., formerly known as CommScope Holding Company, Inc., since 2020. From 2016 to 2020, Mr. Treadway served as Chief Executive Officer of Accudyne Industries. He has served in various executive level leadership roles with Thomas & Betts Corporation, including President and Chief Executive Officer from 2012 to 2016; President and Chief Operating Officer from 2011 to 2012; and Group President of Electrical from 2009 to 2011. Mr. Treadway has also served in various senior leadership roles with ABB, Schneider Electric S.A., Prettl International, Inc. and Yale Security, Inc. Mr. Treadway earned a B.S. in Electrical Engineering from the University of Louisiana, a M.S. in Electrical Engineering from Clemson University and an M.B.A. from Harvard University.

The Board has made an affirmative determination that Messrs. Schapper and Treadway each qualify as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence. There have been no transactions directly or indirectly involving Messrs. Schapper and Treadway that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934. Messrs. Schapper and Treadway will be compensated for their services on the Board in accordance with the Company’s compensatory and other arrangements for non-employee directors, which are described in detail in the Company’s definitive proxy statement dated May 27, 2025, under the heading “Director Compensation”.

A copy of the press release issued by the Company announcing the appointment of Messrs. Schapper and Treadway is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit			Description
99.1			Press Release issued by AZZ Inc., dated March 5, 2026.
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 Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

			AZZ Inc.
Date: March 5, 2026			/s/ Tara D. Mackey
			Tara D. Mackey Chief Legal Officer and Secretary

AZZ Inc. Announces Corporate Governance

and Other Board Succession Changes

March 5, 2026– FORT WORTH, TX - AZZ Inc. (NYSE:AZZ), the leading independent provider of hot-dip galvanizing and coil coating solutions, today announced the appointment of Aaron Schapper, age 52, and Charles “Chuck” Treadway, age 60, to serve as new members of AZZ’s Board of Directors, effective April 8, 2026 which is AZZ’s first Board meeting of fiscal year 2027.

Mr. Schapper currently serves as President, Chief Executive Officer and a member of the Board of Directors of Myers Industries Inc., a manufacturer of sustainable plastic and metal products that protect the world from the ground up for consumer, vehicle, food & beverage, industrial, infrastructure, and automotive end markets. Prior to joining Myers Industries, Mr. Schapper served in various executive level leadership roles with Valmont Industries, Inc., including Group President, Agriculture and Chief Strategy Officer; Group President of Infrastructure; Group President of Utility Support Structures; Vice President and General Manager, International Irrigation and Global Engineering. Prior to joining Valmont Industries, Mr. Schapper served as General Manager, Asia for Orbit Irrigation Products LLC. Mr. Schapper holds a B.S. in Mechanical Engineering and a B.A. in Mandarin Chinese from the University of Utah. He also holds an Executive M.B.A. from Northwestern University’s Kellogg School of Management at Hong Kong University of Science and Technology.

Mr. Treadway currently serves as President, Chief Executive Officer and a member of the Board of Directors of Vistance Networks, Inc., formerly known as CommScope Holding Company, Inc., a global provider of intelligent network solutions for access networks and purpose-driven enterprise networks. Prior to joining Vistance, Mr. Treadway served as Chief Executive Officer of Accudyne Industries. Prior to Accudyne Industries, Mr. Treadway held a number of executive level leadership positions with Thomas & Betts Corporation, including President and Chief Executive Officer, President and Chief Operating Officer, and Group President of Electrical. Mr. Treadway has also served in various senior leadership roles with ABB, Schneider Electric S.A., Prettl International and Yale Security. Mr. Treadway holds a B.S. in Electrical Engineering from the University of Louisiana, a M.S. in Electrical Engineering from Clemson University and an M.B.A. from Harvard University.

Additionally, on February 28, 2026, Mr. Dan Feehan announced his retirement from his position as Chairman of AZZ’s Board of Directors and was succeeded by Mr. Dan Berce. Mr. Feehan will continue to serve as a Board member of AZZ and as a member of the Compensation Committee and Nominating and Corporate Governance Committee until the expiration of his current term in July 2026.

Page 1 of 3

With the appointments of Messrs. Schapper and Treadway, and Mr. Feehan announcing his retirement at the end of his term in July 2026, the Company’s Board will be comprised of eight members, with seven being independent, and four being added to the Board within the last five years.

Mr. Berce commented, “Dan has served the shareholders of AZZ with honor and distinction throughout his 26-year tenure on the Board, including seven years as Chairman. We thank him for his exemplary Board leadership and dedicated service to the Company and its shareholders.”

Mr. Berce further noted, “We are pleased Aaron and Chuck have agreed to join AZZ’s Board of Directors, both candidates bring significant experience and diverse backgrounds that will add additional depth and diversity to the Board’s broad scope of professional expertise, including strategic revenue growth, M&A and ESG. Their appointments represent another meaningful step in our ongoing board refreshment initiatives. These two appointments were the result of a comprehensive search conducted by the Board, with the assistance of a leading independent search firm, as part of the Board’s commitment to regular and smooth board succession planning.

About AZZ Inc.

AZZ Inc. is the leading independent provider of hot-dip galvanizing and coil coating solutions to a broad range of end-markets. Collectively, our business segments provide sustainable, unmatched metal coating solutions that enhance the longevity and appearance of buildings, products and infrastructure that are essential to everyday life.

Safe Harbor Statement

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," "could," "should," "expects," "plans," "will," "might," "would," "projects," "currently," "intends," "outlook," "forecasts," "targets," "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. Forward-looking statements speak only as of the date they are made and are subject to risks that could cause them to differ materially from actual results. Certain factors could affect the outcome of the matters described herein. This press release may contain forward-looking statements that involve risks

Page 2 of 3

and uncertainties including, but not limited to, changes in customer demand for our manufactured solutions, including demand by the construction markets, the industrial markets, and the metal coatings markets. We could also experience additional increases in production costs,, due to inflation, in labor costs, components and raw materials including zinc and natural gas, which are used in our hot-dip galvanizing process and the paint used in our coil coating process; customer requested delays of our manufactured solutions; delays in additional acquisition opportunities; an increase in our debt leverage and/or interest rates on our debt, of which a significant portion is tied to variable interest rates; availability of experienced management and employees to implement AZZ’s growth strategy; a downturn in market conditions in any industry relating to the manufactured solutions that we provide; economic volatility, including a prolonged economic downturn or macroeconomic conditions such as more inflation or changes in the political stability in the United States and other foreign markets in which we operate; tariffs, acts of war or terrorism inside the United States or abroad; and other changes in economic and financial conditions. AZZ has provided additional information regarding risks associated with the business, including in Part I, Item 1A. Risk Factors, in AZZ's Annual Report on Form 10-K for the fiscal year ended February 28, 2025, 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 when 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.

Company Contact:    

David Nark, Chief Marketing, Communications, and Investor Relations Officer

AZZ Inc.

(817) 810-0095

www.azz.com

Investor Contact:

Sandy Martin, Phillip Kupper

Three Part Advisors

(214) 616-2207

www.threepa.com

Page 3 of 3

FAQ

What board leadership changes did AZZ (AZZ) announce in this 8-K?

AZZ announced that longtime director Dan Feehan will step down as Board Chair and retire from the Board at the end of his current term in July 2026. Director Dan Berce has been appointed to succeed him as Chair effective March 1, 2026, ensuring continuity of leadership.

Who are the new directors joining AZZ (AZZ) and when do they start?

AZZ appointed Aaron Schapper and Charles “Chuck” Treadway as new independent directors, effective April 8, 2026, the first Board meeting of fiscal 2027. Both currently serve as presidents and chief executive officers of other companies and bring extensive executive and industry experience to AZZ’s Board.

How will AZZ’s (AZZ) Board composition look after these changes?

With the additions of Aaron Schapper and Chuck Treadway and Dan Feehan’s planned retirement at the end of his term in July 2026, AZZ’s Board will have eight members, seven of whom are independent. Four directors will have been added within the last five years, reflecting ongoing refreshment.

Are AZZ’s (AZZ) new directors considered independent under NYSE standards?

The Board determined that both Aaron Schapper and Charles Treadway qualify as independent directors under New York Stock Exchange listing standards and AZZ’s own independence criteria. The company also states there were no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K involving either director.

How will AZZ (AZZ) compensate the newly appointed directors?

AZZ states that Aaron Schapper and Charles Treadway will be compensated under the company’s existing arrangements for non-employee directors. Those arrangements are described in detail in AZZ’s definitive proxy statement dated May 27, 2025, under the heading “Director Compensation,” which outlines fees and equity components.

What does AZZ (AZZ) say about its board succession and refreshment efforts?

AZZ describes these appointments as part of ongoing board refreshment and succession planning. The company notes that four directors have been added in the last five years and that the search for Aaron Schapper and Chuck Treadway followed a comprehensive process assisted by an independent search firm, emphasizing deliberate governance planning.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 16.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.0 KB