AZZ : FY 2025 Proxy Statement

Published: 2025-05-27 14:48:06 ET AZZ

Published on 05/27/2025 at 14:48

PROVIDING COMPREHENSIVE METAL COATING AND FINISHING CAPABILITIES TO PROTECT INFRASTRUCTURE

AZZ Inc. is the leading independent provider of hot-dip galvanizing and coil coating solutions to a broad range of end-markets. Collectively, our business segments provide sustainable, unmatched metal coating solutions that enhance the longevity and appearance of buildings, products

and infrastructure that are essential to everyday life.

Founded:

Headquarters:

NYSE:

Sales:

Adjusted EBITDA(1):

Adjusted Earnings Per Share(1):

(1) Non-GAAP Measure. Information about Non-GAAP measures, including a reconciliation to the most comparable GAAP measure, is available on page 31 of our Annual Report on Form 10-K filed with the SEC on April 21, 2025.

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.

Sign up for E-Delivery at proxyvote.com.

Please have your control number available.

Benefits of E-Delivery:

immediate and convenient access to the materials

helps us reduce our impact on the environment

helps reduce our printing and mailing costs, which results in higher returns to our shareholders

Our Environmental Impact:

Our E-Delivery initiative has resulted in the elimination of 5,257 sets of proxy materials being produced and mailed. The 5,871 pounds of paper being saved in this process represent the following:

12 tons of wood saved; or the equivalent of 70 trees

62,800 gallons of water saved; or the equivalent of 3 swimming pools

74.8 million BTU's saved; or the equivalent of

89 residential refrigerators operating for one year

52,800 pounds of CO2 equivalent saved; or the equivalent of 5 cars operating for one year

4.7 pounds of hazardous air pollutants saved

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

At AZZ, our culture is defined by our corporate values of Trust, Respect, Accountability, Integrity, Teamwork and Sustainability, which we commonly refer to as our 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.

T

R

I

T

S

A

Trust We conduct ourselves with honesty, openness and in a manner that is predictable and builds trust.

Respect

We treat each other as we want to be treated (golden rule). When appropriate, we disagree without being disagreeable.

as a team.

Accountability We take responsibility for our actions and ownership of results. We do what we commit to, both personally and

Integrity We are honest, trustworthy and respectful to each other and ethical in all our activities.

Teamwork

We value collaboration at all levels. We believe that working as a team is more impactful and efficient than working alone.

Sustainability

AZZ employees must work safely at all times and fully abide by safety, health and environmental policies of the Company while looking out for our co-workers.

We Value Our Dedicated Employees by fully training and equipping them, and providing a safe work environment to grow professionally, personally and spiritually.

Guiding Values

We Value Our Customers by providing them with reliable high-quality products and solutions while providing outstanding customer service.

We Value Our Shareholders by consistently providing outstanding returns above our industry peers.

DEAR VALUED SHAREHOLDERS:

It is my pleasure to invite you to the 2025 Annual Meeting of Shareholders. This meeting offers an important opportunity for you to engage with the Company and the Board of Directors. We value your feedback and consider it carefully as we carry out our strategic and governance responsibilities. Our annual meeting will be held on Tuesday, July 8, 2025, at 10:00 am Central Time, at One Museum Place, 4thFloor, 3100 West 7thStreet, Fort Worth, Texas, 76107.

Fiscal Year 2025 Achievements

Fiscal year 2025 was a strong and successful year for AZZ Inc. We achieved (i) our 38thconsecutive year of profitability from continuing operations; (ii) delivered record full-year financial results; and (iii) made significant progress on our short-term growth initiatives while optimizing working capital and reducing leverage. We are particularly pleased with our 2.6% year-over-year sales growth, driven by

record performance in both our Metal Coatings and Precoat Metals business segments. Total sales reached $1.58 billion and we generated

$250 million in operating cash flow, enabling us to execute key strategic priorities. Notably, we redeemed our Series A Preferred Stock and remained on schedule to complete construction of our new aluminum coil coating facility in Washington, Missouri, which was fully operational in the first quarter of fiscal year 2026.

The Company continued to deliver value to both customers and shareholders, despite ongoing macro-economic uncertainties and evolving competitive dynamics. Our strong operational performance afforded us the opportunity to return over $23.1 million to our shareholders in fiscal year 2025 through dividends. Additionally, we successfully repriced the Company's Term Loan B two times and the

$400 million Revolving Credit Facility once during the fiscal year, resulting in a savings of approximately $9 million in annual interest expense on both debt facilities.

Between March 1, 2024, and February 28, 2025, AZZ Inc.'s stock experienced a significant increase of approximately 32.4%. The common stock opened at $72.60 on March 1, 2024, and closed at $96.11 on February 28, 2025. This increase in stock price is a key indicator of the Company's continued commitment to providing exceptional customer service, operating its business efficiently, and returning value to its shareholders.

We are proud that AZZ has developed a culture of environmental and social responsibility, because it's the right thing to do. These efforts have been recognized by Newsweek who included our Company in their "America's Most Responsible Companies" list for the third consecutive year and we were also recognized by Forbes as one of "America's Most Successful Small Companies".

Our Board brings a range of perspectives and experience that supports effective decision-making by the management team, and contributes to the Company's continued success. The Board also maintains active oversight of the Company's progress on key sustainability initiatives. The Boards commitment to sound governance is also a critical foundation principle for long-term value creation for our shareholders.

The information in this Proxy Statement, along with the Company's other disclosures, reflects how our culture supports execution of our strategy with focus, pride, and purpose.

Future Outlook

As we look ahead, we remain focused on driving growth, pursuing strategic acquisition opportunities, strengthening our market leadership, continuing to reduce our debt, and delivering long-term value to our shareholders.

In closing, we encourage all shareholders to exercise their right to vote. Your participation is important to our business and continued success. You can vote by following the instructions provided in the Notice Regarding the Availability of Proxy Materials, or in the paper or electronic proxy materials you received, to cast your vote in advance of the Annual Meeting.

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

Thomas E. Ferguson Director, President and Chief Executive Officer

Daniel R. Feehan

Chair of the Board of Directors

Disclaimer

AZZ Inc. published this content on May 27, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 27, 2025 at 18:26 UTC.