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AZZ > SEC Filings for AZZ > Form 8-K on 9-May-2014All Recent SEC Filings

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Form 8-K for AZZ INC


Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 8, 2014, AZZ incorporated, a Texas corporation ("AZZ"), announced that its Board of Directors (the "Board") has appointed Tara D. Mackey, age 44, to serve as AZZ's Chief Legal Officer and Corporate Secretary. Prior to joining AZZ, Ms. Mackey served as Chief Legal Officer for a venture capital start-up, in the automotive industry, and she has previously held a number of legal leadership roles in private and publicly traded companies, including Silverleaf Resorts, Inc., SuperMedia LLC, and Flowserve Corporation. Prior to serving in such legal leadership roles as internal counsel, Ms. Mackey was an attorney at Jackson Walker LLP. In appointing Ms. Mackey to serve in these positions with AZZ, the Board considered Ms. Mackey's extensive experience in mergers and acquisitions, corporate governance, securities, corporate finance and other legal matters integral to AZZ's growing business and her past experience serving as a legal officer for both private and public companies.
In her position as Chief Legal Officer and Corporate Secretary, Ms. Mackey will participate in AZZ's short term incentive plan (the "STI Plan"), which provides for an annual cash bonus payment based on the achievement of certain individual and company-wide goals. Additionally, in connection with her employment with AZZ, Ms. Mackey will receive a grant of stock appreciation rights and restricted stock units issued under the AZZ incorporated Amended and Restated 2005 Long Term Incentive Plan (the "LTI Plan") as compensation for her services during the fiscal year ended February 28, 2015. These equity awards will have an aggregate value of $90,000, consisting of 50% restricted stock units and 50% stock appreciation rights. Ms. Mackey will be eligible to receive additional equity awards on March 1, 2015, in a type and amount determined by the Compensation Committee of the Board, as compensation for her services during the fiscal year ended February 29, 2016.
The foregoing summary descriptions of the STI Plan and the LTI Plan do not purport to be complete and are qualified in their entirety by reference to the description of the STI Plan contained in the Proxy Statement on Schedule 14A filed by AZZ on June 4, 2013 and the terms of the LTI Plan, a copy of which is included as Annex A to the Proxy Statement on Schedule 14A filed by the AZZ on June 4, 2009, respectively, which description and terms are incorporated herein by reference.
In addition, Ms. Mackey has entered into a change in control agreement (the "CIC Agreement") with AZZ in connection with her employment as Chief Legal Officer and Corporate Secretary. Under this CIC Agreement, a payment equal to two times Ms. Mackey's "base amount" as that term is used in Section 290G(b)(3) of the Internal Revenue Code of 1986, as amended, will be made to Ms. Mackey if, within one year following a change in control, she is terminated by AZZ for reasons other than cause or if she terminates employment for good reason.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On May 8, 2014, AZZ issued a press release announcing the Board's appointment of Ms. Mackey to serve as AZZ's Chief Legal Officer and Corporate Secretary. A copy of this 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 incorporated on May 8, 2014.

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