AZZ (AZZ) Proxy filing summary

Executive summary

• Achieved record annual sales of $1.65 billion and adjusted EBITDA of $367.6 million for FY2026, marking the 39th consecutive year of profitability from continuing operations.

• Reduced net leverage ratio from 2.5x to 1.4x by paying down $385.3 million in debt and returned $43.1 million to shareholders via dividends and share repurchases.

• Completed a new aluminum coil coating facility in Washington, Missouri, which achieved profitability in Q4 FY2026.

• Advanced sustainability initiatives, improved workplace safety, and received Newsweek recognition as one of America's Most Responsible Companies for the fourth consecutive year.

• Refreshed the Board with two new independent directors, adding expertise in cybersecurity and AI.

Voting matters and shareholder proposals

• Shareholders to vote on: election of eight director nominees for one-year terms, advisory approval of executive compensation (Say-on-Pay), and ratification of Grant Thornton LLP as independent auditor for FY2027.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members (seven independent, one CEO), with annual elections and a mandatory retirement age of 75.

• Four directors joined in the past five years; average tenure is 8.7 years.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent.

• Board emphasizes diversity, annual evaluations, succession planning, and director education, including AI and technology oversight.

• Shareholder engagement is ongoing, with 225 investor meetings and 28 press releases in FY2026.