AZZ INC

For the period ended Jul 7, 2026. Filed May 26, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 7, 2026 · Filed May 26, 2026

AZZ$125.71+2.9%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

PROXY STATEMENT SUMMARY

The summary below highlights information contained elsewhere in this proxy statement (“Proxy Statement”). This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references below are supplied to help you find detailed information on each proposal in this Proxy Statement.

2026 Annual Meeting of Shareholders

	Date and Time				Place				Notice				Voting				Record Date
	July 7, 2026, 10:00 a.m., local time				AZZ Inc., One Museum Place, 4th Floor, 3100 West 7th Street, Fort Worth, Texas 76107				We distributed a Notice Regarding the Availability of Proxy Materials (the “Notice”) on or about May 26, 2026.				Holders of shares of Common Stock as of the Record Date are entitled to vote on all matters.				May 8, 2026


Item	Company Proposals	Board VoteRecommendation	Page
1.	Election of eight (8) director nominees named in this Proxy Statement.	FOR each director nominee	7
2.	Approval, on an advisory basis, of the Company’s executive compensation program.	FOR	39
3.	Ratification of the appointment of Grant Thornton, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027.	FOR	86

How to Vote

	YOU CAN VOTE BY ANY OF THE FOLLOWING METHODS:
	QR Code Scan the QR code provided to vote online (www.proxyvote.com);				Internet (www.proxyvote.com) until 11:59 p.m. Eastern Time, on July 6, 2026;				By Mail Completing, signing and returning your proxy or voting instruction card before July 3, 2026;				Telephone (1-800-690-6903) until 11:59 p.m. Eastern Time, on July 6, 2026; or				In person, at the Annual Meeting, if you are a shareholder of record as of the Record Date. You may deliver a completed proxy card or vote by ballot at the meeting.

			1

Director Nominees For Fiscal Year 2027

Name	Age	Director Since	Independent	OtherPublicCompanyBoards	Primary Occupation
Daniel E. Berce	72	2000		1	Chairman of the Board, AZZ Inc.
Thomas E. Ferguson	69	2013	—	—	President and Chief Executive Officer, AZZ Inc.
Clive A. Grannum	60	2021		—	President and Chief Executive Officer, North American Stainless, Inc.
Carol R. Jackson	54	2021		1	Chief Executive Officer of Astro Shapes LLC
Ed McGough	65	2017		—	Senior Advisor, Alcon, Inc.
Steven R. Purvis	61	2015		—	Former Principal, Luther King Capital Management
Aaron Schapper	52	2026		1	President and Chief Executive Officer, Myers Industries Inc.
Charles Treadway	60	2026		1	President and Chief Executive Officer, Vistance Networks, Inc.

Key Statistics about our Director Nominees for Fiscal Year 2027

Our Director Nominees have an effective mix of diversity and experience.

	2			2026 Proxy Statement

	HOW WETHINK ABOUT BOARD REFRESHMENT				Mandatory Retirement Age of 75				Four of our highly qualified Directors have joined AZZ’s Board over the past five years.				For FY2026, the average tenure of our Director Nominees is 8.7 years.

Corporate Governance Highlights

	PRACTICE						DESCRIPTION
	BOARD EVALUATIONS AND REFRESHMENT						The Board of Directors annually evaluates its performance as well as each committee and individual director performance is evaluated bi-annually. As part of the Board’s evaluation process, directors consider various topics related to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds.
	ANNUAL ELECTIONS						All directors are elected annually, which reinforces our Board of Directors’ accountability to our shareholders.
	MAJORITY VOTING STANDARD						Our Bylaws require that, in an uncontested election, each director will be elected by a majority of the votes cast. The number of shares voted “FOR” a director must exceed the number of shares voted “AGAINST” that director.
	DIRECTOR RESIGNATION POLICY						If a nominee in an uncontested election does not receive a majority of the votes cast, the director is required to promptly tender a resignation to the Board of Directors that is subject to acceptance or rejection by the Board of Directors within 90 days from the date of the certification of the election results.
	EXECUTIVE SESSIONS						The independent Board members meet regularly in executive session.
	15% SPECIAL MEETING THRESHOLD						Shareholders owning 15% or more of AZZ’s outstanding Common Stock have the right to call a special meeting of shareholders.
	ONE SHARE, ONE VOTE						Each share of AZZ Common Stock is entitled to one vote.

			3

	PRACTICE						DESCRIPTION
	INDEPENDENCE						A majority of our directors must be independent. All of our current directors, including those who are nominees, other than our CEO are independent, and all of our committees consist exclusively of independent directors.
	COMMITTEE MEMBERSHIP AND LEADERSHIP ROTATIONS						The Nominating and Corporate Governance Committee reviews and recommends committee membership. The Board of Directors appoints members of its committees annually and rotates committee and committee chair assignments periodically.
	DIVERSITY						The Board of Directors, acting through the Nominating and Corporate Governance Committee, ensures the Company’s Board is diverse, including race, gender, tenure, age, professional expertise, skills, qualifications and backgrounds.
	MANDATORY RETIREMENT AGE FOR DIRECTORS						The Company has a policy requiring its directors to retire at age 75. This encourages Board refreshment and provides additional opportunities to maintain a balanced mix of professional experience to effectively represent the long-term interests of shareholders.
	DIRECTOR MAXIMUM OUTSIDE BOARDS POLICY						Directors are expected to serve on no more than four public company Boards (including our Board of Directors).
	DIRECTOR ORIENTATION AND EDUCATION						The Nominating and Corporate Governance Committee is responsible for overseeing the Company’s new director orientation program and reviewing the director’s continuing education process.
	STOCK OWNERSHIP						The Company maintains stock ownership guidelines for the Company directors and executive officers.
	STRATEGY AND RISK OVERSIGHT						The Board has oversight responsibility for management’s establishment and execution of corporate strategy and has overall responsibility for the effective oversight of enterprise risk, whether financial, operational or strategic.
	MANAGEMENT DEVELOPMENT AND SUCCESSION PLANNING						Our Board periodically reviews and discusses with the Compensation Committee, the Chair of the Board and the Chief Executive Officer, potential successors to the Chief Executive Officer and other members of the Company’s executive management team.
	SUSTAINABILITY						The Board’s Nominating and Corporate Governance Committee provides oversight of the Company’s sustainability policies and practices. With executive-level sponsorship and Board oversight of the programs, sustainability initiatives have top-down support and are part of the Company’s annual performance metrics.
	CAPITAL ALLOCATION						We disclose our capital allocation policies and priorities to our shareholders and how they are overseen by our Board of Directors and its Committees.
	PERFORMANCE LINKED TO LONG-TERM STRATEGY DRIVES INCENTIVE AWARDS						A significant portion of our executive officers’ total compensation is based on the Company’s financial performance and the payouts are contingent upon the attainment of certain pre-established performance metrics which are capped to minimize risk.

	4			2026 Proxy Statement

Executive Compensation Highlights

COMPENSATION PHILOSOPHY AND OBJECTIVES
Our key compensation objectives are to:
	attract and retain high performing, servant minded leaders;	reward results, drive future strategic growth; and	align the interests of our executive officers with those of our shareholders.

We believe our executive compensation program strongly aligns executive pay with the interests of our shareholders. Our executive compensation program provides a combination of salary, short- and long-term incentives, and benefits to align executive officer and shareholder interests.

We use the following principles to achieve these objectives:

	A significant portion of our executive officers’ total compensation is based on the Company’s performance and the payouts are contingent upon the attainment of pre-established annual performance metrics and capped to minimize risk.
	Performance metrics are highly correlated to the creation of shareholder value.
	We review and benchmark payments relating to the market median of our executive compensation industry peer group on an annual basis.
	Our executive compensation program is designed to attract and retain high performing executive talent and drive long-term shareholder value.
	We use annual cash incentive opportunities and equity-based awards to balance the Company’s short- and long-term performance goals.
	Our equity awards are equally weighed between time-vested restricted stock units, which vest ratably over a three-year period, and performance share units, which require achievement of pre-determined financial performance metrics over a three-year performance period.
	The Compensation Committee engages an independent executive compensation consultant.
	Our Compensation Committee conducts an annual review of all executive compensation program components to ensure alignment with our strategic objectives and the Company’s industry peers.
	We have a Compensation Recovery Policy and an Executive Officer Incentive Compensation Recovery Policy to protect the Company in the event of a financial restatement, an executive officer, or another key level employee engages in serious misconduct.
	We provide a limited number of employment agreements and executive perquisites.
	We have stock ownership guidelines for directors, executive officers and other key management team members.
	We grant equity awards with “double-trigger” vesting upon a change in control.

	We do not provide tax gross ups, except for relocation expenses.
	We do not recycle shares withheld for taxes.
	We do not permit pledging or hedging of Company securities.
	We do not pay accrued dividends or dividend equivalents on unearned RSUs or PSUs until such awards vest.
	We do not implement compensation or incentives that encourage or reward unnecessary or excessive risk-taking.

			5

Fiscal Year 2026 Executive Compensation Program Elements

Category	Compensation Element	Description
CASH	Base Salary	Fixed annual cash compensation based upon experience and the responsibilities of the position. Reviewed annually for potential adjustments based on market rates for each position, individual performance and changes in the scope of responsibilities.
Annual Incentive Opportunity	Annual cash incentive targets for the achievement of specific annual financial operating results and a qualitative component relating to the execution of individual performance goals which were consistent with completing AZZ’s fiscal year 2026 strategic business objectives specifically tailored to each NEO’s specialized skill set and responsibilities.
LONG-TERM INCENTIVES	Restricted Stock Units	Vest ratably over a three-year period. Can be settled in shares of AZZ Common Stock or cash. Dividend equivalents accrue with respect to dividends awarded during the vesting period and are not settled until the underlying equity award vests.
Performance Share Units	Three-year pre-determined financial performance metrics and can be settled in shares of AZZ Common Stock or cash. Dividend equivalents accrue during the vesting period and are not paid and settled until the underlying equity award vests.
RETIREMENT	401(k) Plans	The Company maintains two qualified 401(k) plans that are generally available to all U.S. employees. For NEOs other than Messrs. Russell and Vellines, the Company provides a matching contribution equal to 100% of the first 1% of eligible compensation contributed and 50% of contributions between 2% and 6% (for a maximum potential Company match of 3.5%). Messrs. Russell and Vellines receive a different matching formula under the same Precoat Metals segment 401(k) plan, with the Company matching 100% of the first 3% of eligible compensation contributed and 50% of contributions between 4% and 5% (for a maximum potential Company match of 4%).
Executive Retiree LTI Program	Allows designated executive officers and senior members of the Company’s management team to continue the vesting of certain outstanding annual equity awards following a “Qualified Retirement,” subject to meeting age, service, notification and other requirements established by the Compensation Committee.
OTHER	Employment Agreements	Sets standard benefits for a limited number of officers and the CEO in the event of termination of employment from the Company.
Executive Officer Severance Plan	Sets standard benefit guidelines for executive officers in the event of termination or upon a change in control (for all NEOs except for the Company’s CEO).
Change-in-Control Terms	Sets Change-in-Control benefits for the Company’s CEO upon a change in control as defined in his Second Amended CEO Agreement, and other NEOs pursuant to applicable terms set forth in the Executive Officer Severance Plan.
Other Benefits	Executive supplemental disability insurance, financial planning services and annual physical exam.

	6			2026 Proxy Statement

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