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AZZ INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

July 8, 2014



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

On July 8, 2014, AZZ incorporated (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved four 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 29, 2014. The final voting results with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1. Election of nine directors each to serve for a one year term.

For Withheld Broker Non-Votes



Thomas E. Ferguson 19,557,212 747,019 3,593,786 Dana L. Perry 19,445,688 858,543 3,593,786 Daniel E. Berce 19,477,736 826,495 3,593,786 Martin C. Bowen 19,391,261 912,970 3,593,786 Sam Rosen 19,502,426 801,805 3,593,786 Kevern R. Joyce 19,495,734 808,497 3,593,786 Dr. H. Kirk Downey 19,369,604 934,627 3,593,786 Daniel R. Feehan 12,153,605 8,150,626 3,593,786 Peter A. Hegedus 20,234,927 69,304 3,593,786

Proposal 2. Approval of AZZ Incorporated 2014 Long Term Incentive Plan. For Against Abstain Broker Non-Votes 17,987,395 2,275,500 41,336 3,593,786 Proposal 3. Approval of the Say-On-Pay Proposal on its executive compensation program. For Against Abstain Broker Non-Votes 19,751,959 375,598 176,674 3,593,786 Proposal 4. Ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending on February 28, 2015. For Against Abstain Broker Non-Votes 22,715,267 839,573 343,177 0



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Source: Edgar Glimpses


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