AZZ INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION​

Washington, D.C. 20549​

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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AZZ INC.​

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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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ELECTRONIC DELIVERY OF PROXY MATERIALS

Help us Protect the Environment

We encourage all shareholders to voluntarily elect to receive AZZ’s proxy materials electronically. This helps reduce the paper mailed to you and supports our goal to continuously minimize our environmental footprint.

Our Environmental Impact:

Our E-Delivery initiative has resulted in the elimination of 4,085 sets of proxy materials being produced and mailed. The 4,647 pounds of paper being saved in this process represent the following:

Environmental impact estimates are calculated using the Environmental Paper Network Paper Calculator. For more information, visit www.papercalculator.org.

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OUR CULTURE

At AZZ, our culture is defined by our corporate values of Trust, Respect, Accountability, Integrity, Teamwork and Sustainability TRAITS. We value our employees by continuously investing in their training and development, including a healthy work-life balance, offering competitive compensation and benefit packages and rigorously encouraging a team-oriented and collaborative environment.

We strive to build, maintain and create a work environment that attracts and retains employees who are high contributors, have outstanding interpersonal and business skills, are engaged in our culture and communities, and who embody our company mission: to create superior value in a culture where people can grow both professionally and personally and where TRAITS matter.

DEAR VALUED SHAREHOLDERS:

It is my pleasure to invite you to the 2024 Annual Meeting of Shareholders. This is your opportunity to share your views with the Company and the Board. We value your feedback and take it into account as we execute our corporate and Board responsibilities. Our meeting will take place on Tuesday, July 9, 2024, at 10:00 am Central Time, at One Museum Place, 4 th Floor, 3100 West 7 th Street, Fort Worth Texas, 76107.

Fiscal Year 2024 Achievements

AZZ achieved a number of important milestones in fiscal year 2024. We celebrated the Company’s 37th consecutive year of profitable operations from continuing operations. This resulted in sales of over $1.5 billion for the first time in our Company history. The Company also exceeded its consolidated EBITDA margin and cash flow generation goals, target net leverage goal, and debt reduction goal while investing in a new coil coating facility in Washington, Missouri. These results confirm management’s successful execution on its strategic transformation to a focused metal coatings company. These results were delivered through a relentless focus on outstanding customer service, facilitated by the hard work and dedication of approximately 3,800 AZZ employees throughout North America.

The Company continued to create value for its customers and shareholders, despite macroeconomic uncertainties and evolving competitive pressures. Because of our success, we were able to return over $31.4 million to shareholders in fiscal year 2024 through dividends. The management team and Board understand, however, that short-term operational and financial results alone are not enough.

We are proud that AZZ also has developed a culture of environmental and social responsibility and doing the right thing. These efforts have recently been recognized by Newsweek who included the Company in their “America’s Most Responsible Companies” list for two consecutive years, and recognized by Forbes as one of ‘‘America’s Most Successful Small Companies’’.

We have a diverse Board, which facilitates better decision-making and contributes to the success of our Company. The Board also continues to oversee the Company’s progress towards its environmental and social goals. This commitment to good governance practices is an important driver of long-term value creation for shareholders. The information in this Proxy Statement and the Company’s other disclosures provide a glimpse into how this culture has helped the Company thrive and execute its strategy with a sense of pride and passion.

Future Outlook

As we look to the year ahead, we will continue to pursue initiatives to drive growth, target new acquisition opportunities, maintain our leadership position in the market segments in which we conduct business, continue to pay down debt, and further enhance shareholder value.

Changes to the Board in Fiscal Year 2025

Finally, after eight years of service as members of AZZ’s Board of Directors, Venita McCellon-Allen and Paul Eisman will not stand for re-election and will leave the AZZ Board immediately before the 2024 Annual Meeting. Additionally, as we previously disclosed, David Kaden resigned from the AZZ Board of Directors as of May 10, 2024, and will not stand for re-election at the 2024 Annual Meeting. We want to sincerely thank Venita, Paul and David for their contributions to AZZ and wish them well in their future endeavors.

In closing, we want to encourage all our fellow shareholders to vote. As we approach the Annual Meeting, please contact us with any questions or feedback. Your vote is very important to our business and continued success. We hope you will exercise your right to vote by following the instructions for voting contained in the Notice Regarding the Availability of Proxy Materials, or the paper or electronic copy of our proxy materials you received for the meeting.

On behalf of the Board and the entire management team, thank you for your continued support.

Sincerely,

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of AZZ Inc.:

Notice is hereby given that the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of AZZ Inc. (hereinafter, the “Company” or “AZZ”) will be held as follows:

Notice:

A Notice Regarding the Availability of Proxy Materials (the “Notice”) was distributed to shareholders on or about May 28, 2024.

Voting:

Your vote is very important. Even if you intend to be present at the Annual Meeting, please promptly vote in one of the following ways prior to the meeting, so that your shares may be represented and voted at the Annual Meeting:

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Scan the QR Code provided and vote electronically;

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Call the toll-free telephone number shown in the instructions included on your Notice;

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Vote via the Internet on the website as described in the instructions included on your Notice; or

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If you receive a paper copy of the proxy materials, complete, sign, date, and return your printed copy of the proxy card or voting form.

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By Order of the Board of Directors,

Tara D. Mackey

Chief Legal Officer and Secretary

Fort Worth, Texas

May 28, 2024

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