8-K

0000008947-16-000156.txt : 20160302 0000008947-16-000156.hdr.sgml : 20160302 20160302094803 ACCESSION NUMBER: 0000008947-16-000156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160229 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20160302 DATE AS OF CHANGE: 20160302 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: 161475771 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 azzform8-knewdirectorxmcce.htm 8-K 8-K

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):

February 29, 2016

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 7^th Street Fort Worth, TX 76107 (Address of principal executive offices, including zip code)

Registrant’s Telephone Number, including Area Code:

817-810-0095

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 (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 February 29, 2016, the Board of Directors (the “Board”) of AZZ Inc., a Texas corporation (the “Company”), appointed Ms. Venita McCellon-Allen, age 56, to serve as a member of the Board, effective March 1, 2016.

Ms. McCellon-Allen, has been the President and Chief Operating Officer of Southwestern Electric Power Company (“SWEPCO”), a subsidiary of American Electric Power Company, Inc. ("AEP"), a public utility holding company which engages in the generation, transmission, and distribution of electricity for sale to retail and wholesale customers, since 2010. Previously, she served as Executive Vice President – AEP Utilities East from 2009 to 2010 and Executive Vice President – AEP Utilities West from 2006 to 2009. From 2004 to 2006, Ms. McCellon-Allen served as Senior Vice President Shared Services of AEP. From 2000 to 2004, she served as Senior Vice President - Human Resources for Baylor Health Care System, a diversified health care holding company. From 1995 to 2000, Ms. McCellon-Allen held various leadership roles at Central and South West Corp. (“CSW”), in operations, customer service, strategic planning and human resources. In her last position at CSW, she served as Senior Vice President for Corporate Development and Customer Service. She is a member of the Strategic Planning Committee of the Southwest Power Pool. Ms. McCellon-Allen earned a bachelor’s degree in journalism from Texas A&M University. She is also a graduate of the University of Chicago’s Executive Development Program and the Young Managers Program at the University of Virginia’s Darden School of Business.

Ms. McCellon-Allen has been appointed as a member of the Nominating and Corporate Governance Committee of the Board.

The Board has made an affirmative determination that Ms. McCellon-Allen qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence. The election of Ms. McCellon-Allen to the Board was not subject to any arrangement or understanding between the Company and Ms. McCellon-Allen has not entered into any employment agreement with the Company.

A copy of the press release issued by the Company announcing the appointment of Ms. McCellon-Allen is attached as Exhibit 99.1 to this Current Report on Form 8-K 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 March 2, 2016 appointing Ms. McCellon-Allen

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: March 2, 2016	By:	/s/ Tara D. Mackey
		Tara D. Mackey Chief Legal Officer and Secretary

EXHIBIT INDEX



Exhibit No.		Description
99.1		Press Release issued by AZZ Inc. on March 2, 2016 appointing Ms. McCellon-Allen

EX-99.1 2 azzpressrelease-appointmen.htm EXHIBIT 99.1 Exhibit

AZZ Inc. Appoints Venita McCellon-Allen 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

March 2, 2016 – FORT 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 Ms. Venita McCellon-Allen, age 56, to serve as a new member of AZZ’s Board of Directors, effective March 1, 2016. Ms. McCellon-Allen will hold office until she stands for re-election at AZZ’s next annual shareholders meeting in 2016.

Ms. McCellon-Allen has been the President and Chief Operating Officer of Southwestern Electric Power Company (“SWEPCO”), a subsidiary of American Electric Power Company, Inc. (“AEP”), a public utility holding company which engages in the generation, transmission, and distribution of electricity for sale to retail and wholesale customers, since 2010. Previously, she served as Executive Vice President – AEP Utilities East from 2009 to 2010 and Executive Vice President – AEP Utilities West from 2006 to 2009. From 2004 to 2006, Ms. McCellon-Allen served as Senior Vice President Shared Services of AEP. From 2000 to 2004, she served as Senior Vice President - Human Resources for Baylor Health Care System, a diversified health care holding company. From 1995 to 2000, Ms. McCellon-Allen held various leadership roles at Central and South West Corp. (“CSW”), in operations, customer service, strategic planning and human resources. In her last position at CSW, she served as Senior Vice President for Corporate Development and Customer Service. She is a member of the Strategic Planning Committee of the Southwest Power Pool. Ms. McCellon-Allen earned a bachelor’s degree in journalism from Texas A&M University. She is also a graduate of the University of Chicago’s Executive Development Program and the Young Managers Program at the University of Virginia’s Darden School of Business.

Mr. Kevern Joyce, Chairman of AZZ’s Board of Directors, said, “We are pleased that Venita has agreed to join AZZ’s Board of Directors. She has built a distinguished career holding leadership positions in the energy and health care industries in the areas of distribution operations, corporate shared services, strategic planning, customer relations and communications. She will bring Energy sector expertise in the power generation, transportation and distribution industries to the Board and will add additional depth to the Board’s broad scope of professional backgrounds. Venita also has a wide range of customer and regulatory relationships and her experience will be an asset to the Board.”

Mr. Joyce further noted, “Over the past year we have implemented several Board succession initiatives, and the addition of Ms. McCellon-Allen 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.

######