0000008947-15-000075.txt : 20150715 0000008947-15-000075.hdr.sgml : 20150715 20150715145546 ACCESSION NUMBER: 0000008947-15-000075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150715 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150715 DATE AS OF CHANGE: 20150715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AZZ INC CENTRAL INDEX KEY: 0000008947 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 750948250 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12777 FILM NUMBER: 15989184 BUSINESS ADDRESS: STREET 1: ONE MUSEUM PLACE, SUITE 500 STREET 2: 3100 W 7TH STREET CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 8178100095 MAIL ADDRESS: STREET 1: ONE MUSEUM PLACE, SUITE 500 STREET 2: 3100 W 7TH STREET CITY: FORT WORTH STATE: TX ZIP: 76107 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MANUFACTURING CO DATE OF NAME CHANGE: 20000911 8-K 1 azzdirectorappointment.htm 8-K AZZdirector appointment


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 14, 2015

AZZ INC.
(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

AZZ incorporated
(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 14, 2015, the Board of Directors (the “Board”) of AZZ Inc., a Texas corporation (the “Company”), elected Mr. Steven Purvis, age 51, to serve as a member of the Board, effective immediately.

Mr. Purvis has over 19 years of service with Luther King Capital Management (“LKCM”), a private investment management firm with several billion dollars of assets under management. He is a shareholder of LKCM and also serves as a Portfolio Manager responsible for LKCM’s small and mid cap investments. Mr. Purvis is also a Trustee of the LKCM Funds, which is responsible for the oversight of LKCM’s two billion dollar mutual funds complex. He is currently serving as Chairman for KGP Group Inc., a private manufacturing company focused on the aerospace and packaging end markets and on the investment committee of All Saints Episcopal School of Fort Worth, Texas. Mr. Purvis has a 28 plus year career in the investment management industry.
Mr. Purvis earned his Master of Business Administration; Finance from the University of Missouri – Kansas City and a Bachelor of Science in Business Administration; Finance from the University of Missouri.
The election of Mr. Purvis to the Board was not subject to any arrangement or understanding between the Company and Mr. Purvis and he has not entered into any employment agreement with the Company.

Mr. Purvis has been appointed to the Company’s Audit and Nominating and Corporate Governance Committees.

During the past three years, Mr. Purvis has not entered into any transactions with the Company and there is no family relationship among the Company’s officers and directors and Mr. Purvis.


Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On July 15, 2015, the Company issued a press release announcing the appointment of Mr. Purvis to serve on the Board. A copy of the 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.

Exhibit No.

 
Description

99.1
 
Press Release issued by AZZ Inc. on July 15, 2015.


    


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 15, 2015
By:
/s/ Tara D. Mackey
 
 
 
Tara D. Mackey
Chief Legal Officer and Corporate Secretary
 
 
 
 
 


EXHIBIT INDEX

Exhibit No.

 
Description

99.1
 
Press Release issued by AZZ Inc. on July15, 2015.





    
EX-99.1 2 azzpressrelease.htm EXHIBIT 99.1 AZZPressRelease


AZZ Inc. Appoints Steven R. Purvis To The Board of Directors




Contact:
Paul Fehlman, Senior Vice President – Finance and CFO
 
AZZ Inc. 817-810-0095
 
Internet: www.azz.com
 
 
 
Lytham Partners 602-889-9700
 
Joe Dorame or Robert Blum
 
Internet: www.lythampartners.com


July 15, 2015FORT WORTH, TX - AZZ Inc. (NYSE:AZZ), a global provider of galvanizing services, welding solutions, specialty electrical equipment and highly engineered services, today announced the appointment of Mr. Steven R. Purvis, age 51, to serve as a new member of AZZ’s Board of Directors. Mr. Purvis will hold office until he stands for re-election at AZZ’s next annual shareholders meeting in 2016.

Mr. Purvis is a Principal of Luther King Capital Management (“LKCM”). He joined the firm in 1996 as a Director of Research and currently serves as a portfolio manager responsible for small and mid cap investments. He has been a Trustee of the LKCM Funds since 2013. Prior to joining LKCM, Mr. Purvis served as a senior analyst at Roulston Research from 1993 to 1996 and also served as a research analyst at Waddell & Reed, Inc. from 1990 to 1993. Since 2001, Mr. Purvis has served as chairman and significant shareholder of KGP Group Inc., a private manufacturing company focused on the aerospace and packaging end markets. He is also currently serving on the investment committee of All Saints Episcopal School of Fort Worth, Texas. Mr. Purvis earned his Master of Business Administration; Finance from the University of Missouri – Kansas City and a Bachelor of Science in Business Administration; Finance from the University of Missouri.

Mr. Kevern Joyce, Chairman of AZZ’s Board of Directors, said, “We are pleased Steve Purvis has agreed to join AZZ’s Board of Directors. Steve has built a distinguished career as an investment manager for individual managed accounts and as a portfolio manager for highly successful small and mid cap mutual funds. He will assist the Board in analyzing various corporate investment decisions across multiple industries and market sectors and will add an additional layer of financial analytics to the Board’s deliberations.”

Mr. Joyce further noted, “We had two Board members retire at this year’s annual shareholders meeting, and it is important for the Board to fill these vacancies with new members that will continue to diversify the Board’s experience and maintain the depth of its decision-making process. Over




the past year we have implemented several Board succession initiatives, and the addition of Steve Purvis is yet another step in our strategic Board refreshing process, which we expect to continue over the next few years.”

About AZZ Inc.

AZZ Inc. is a global provider of galvanizing services, welding solutions, specialty electrical equipment and highly engineered services to the markets of power generation, transmission, distribution and industrial in protecting metal and electrical systems used to build and enhance the world’s infrastructure. AZZ Galvanizing is a leading provider of metal finishing solutions for corrosion protection, including hot dip galvanizing to the North American steel fabrication industry. AZZ Energy is dedicated to delivering safe and reliable transmission of power from generation sources to end customers, and automated weld overlay solutions for corrosion and erosion mitigation to critical infrastructure in the energy markets worldwide.


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