AZZ INC — Director's Dealing 2019

May 24, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2019-05-22

Reporting Person: EMERY MATTHEW VARLEY (Chief Information & HR Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-22	Restricted Stock Units	$	A	2584	Acquired		COMMON STOCK (2584.0)	Direct
2019-05-22	Performance Share Units	$	A	2584	Acquired		COMMON STOCK (2584.0)	Direct

Footnotes

F1: Each restricted stock unit (RSU) represents a contingent right to receive one share of AZZ common stock.

F2: The RSUs are granted under AZZ's 2014 Long Term Incentive Plan and vest over a three-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 5/22/2020.

F3: Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

F4: Represents 100% of the target number of PSUs that will be earned, if at all, based upon the achievement of certain pre-established performance goals during the 3-year performance cycle (3/1/2019 - 2/28/2022), which is subject to a 25% total shareholder return ("TSR") modifier that may be applied if AZZ's TSR ranks in the top quartile relative to the TSR generated by each company in AZZ custom industry peer group and a 25% decrease if AZZ's TSR is in the bottom quartile relative to its industry peer group.