Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Equity Compensation Plan Equity Compensation Plan Information: The information required by this item with regard to executive officers is included in Part I, Item 1 of this Annual Report on Form 10-K under the heading “Executive Officers of the Registrant.” Information regarding directors of AZZ required by this Item is incorporated by reference to the section entitled “Election of Directors” set forth in the Proxy Statement for our 2019 Annual Meeting of Shareholders. The information regarding compliance with Section 16(a) of the Exchange Act required by this Item is incorporated by reference to the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” set forth in the Proxy Statement for our 2019 Annual Meeting of Shareholders. Information regarding our audit committee financial experts and code of ethics and business conduct required by this Item is incorporated by reference to the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” set forth in the Proxy Statement for our 2019 Annual Meeting of Shareholders. No director or nominee for director has any family relationship with any other director or nominee or with any executive officer of our company. The information required by this Item is incorporated herein by reference to the section entitled “Executive Compensation” and the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Fees Paid to Directors” set forth in our Proxy Statement for our 2019 Annual Meeting of Shareholders.  The information required by this Item is incorporated herein by reference to the section entitled “Executive Compensation” and the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Security Ownership of Management” set forth in the Proxy Statement for our 2019 Annual Meeting of Shareholders. The following table provides a summary of information as of February 28, 2019, relating to our equity compensation plans in which our Common Stock is authorized for issuance. (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) Equity compensation plans approved by shareholders (1) 327,841$^{(2)}$  $44.46 (3) 2,819,098 (4) 63 (1) Consists of the Amended and Restated 2005 Long-Term Incentive Plan ("2005 Plan"), the 2014 Long-Term Incentive Plan ("2014 Plan") and the 2018 Employee Stock Purchase Plan ("2018 ESPP"). See Note 10, “Stock Compensation” to our “Notes to Consolidated Financial Statements” for further information. (2) Consists of outstanding awards, including 146,532 RSUs and 83,125 PSUs granted under the 2014 Plan and 98,184 SARs granted under the 2005 Plan. (3) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding SARs and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs or PSUs, which have no exercise price. (4) Consists of (i)1,247,712 shares remaining available for future issuance under the 2014 Plan, (ii) 98,184 shares remaining available for issuance under the 2005 Plan and (iii) 1,473,202 shares remaining available for issuance under the 2018 ESPP.