AZZ INC Form 8-K Summary
Business Context and Reporting Period
This Form 8-K was filed by AZZ INC on November 18, 2013, reporting corporate governance changes effective as of that date. The filing addresses the departure of a senior officer and the appointment of a successor.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to executive compensation arrangements.
Material Changes
- Departure: Richard W. Butler resigned as Vice President and Corporate Controller after 24 years of service, effective November 18, 2013. He will provide consulting services on an as-requested basis through February 28, 2014.
- Appointment: Robert J. Steines was appointed Vice President and Chief Accounting Officer, effective November 18, 2013. He previously served as Vice President and Corporate Controller at Great Lakes Dredge & Dock Company and held executive roles at St. Jude Medical.
Compensation, Outlook, and Risks
Mr. Steines' compensation package includes participation in the Short Term Incentive (STI) Plan and equity awards under the Long Term Incentive (LTI) Plan. He received a grant of stock appreciation rights and restricted stock units with an aggregate value of approximately $25,000, representing a prorated portion of a $90,000 annual target. He is eligible for additional awards on March 1, 2014. Additionally, Mr. Steines entered into a change in control agreement providing for a payment equal to two times his "base amount" if terminated without cause or for good reason within one year of a change in control.
Key Facts for Investor Verification
- Confirmation of the effective date of the leadership transition in the finance department.
- Details of the consulting agreement terms for the departing controller, Richard W. Butler.
- Verification of the specific equity award terms and vesting schedules for the new Chief Accounting Officer.
- Review of the change in control agreement provisions to understand potential future liabilities.