SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-K/A


(Amendment
No. 1)





(Mark One)


xANNUALREPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934


FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009


OR


oTRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934


FOR
THE TRANSITION PERIOD
FROM              TO





COMMISSION
FILE NUMBER 1-3920





NORTH
AMERICAN GALVANIZING & COATINGS, INC.


(Exact
name of registrant as specified in its charter)


Delaware


(State or
other jurisdiction of incorporation or organization)


71-0268502


(I.R.S.Employer Identification
No.)





5314 South Yale Avenue, Suite 1000,Tulsa, Oklahoma
74135


(Address
of principal executive offices)(Zip Code)


(918) 494-0964


(Registrant's
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:


TITLE OF EACH CLASS
                NAME OF EACH EXCHANGE ON WHICH
      REGISTEREDCommon
      Stock, $0.10 par value
                NASDAQ
      Stock Market


Securities
registered pursuant to Section 12(g) of the Act: None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes o      No  x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes o      No  x





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   Y es x     
No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o    No 
o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).


Large
      accelerated filer  o
              Accelerated
      filer  x
              Non-accelerated
      filer  o
              Smaller
      Reporting Company  o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o   No
x











The
aggregate market value of Common Stock held by non-affiliates on June 30, 2009
was approximately $73.3 million.  As of March 31, 2010 there were
16,753,943 shares of North American Galvanizing & Coatings, Inc. Common
Stock, $0.10 par value, outstanding.





Explanatory
Note





This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on
Form 10-K for the fiscal year ended December 31, 2009 of North American
Galvanizing & Coatings, Inc. (“North American Galvanizing” or the
“Company”), filed on February 24, 2010 (the “Original Filing”). We are filing
this Amendment to include the information required by Part III and not
included in the Original Filing, as we will not file our definitive proxy
statement within 120 days of the end of our fiscal year ended
December 31, 2009.  In addition, this Amendment amends Item 9B of
Part II to include disclosure relating to certain recent developments involving
the Company.  In connection with the filing of this Amendment and
pursuant to the rules of the Securities and Exchange Commission (“SEC”), we are
including with this Amendment certain currently dated certifications of the
Chief Executive Officer and Chief Financial Officer.





Except as
described above, no other changes have been made to the Original Filing. The
Original Filing continues to speak as of the date of the Original
Filing.





Documents
Incorporated by Reference





None.



































NORTH
AMERICAN GALVANIZING & COATINGS, INC.


Annual
Report Pursuant to Section 13 or 15(d)


of
the Securities Exchange Act of 1934


For
the Fiscal Year Ended December 31, 2009









TABLE
OF CONTENTS




Page




PART
II






Item
      9.
              Other
      Information
              2




PART
III




Item
      10.
            Directors,
      Executive Officers and Corporate Governance
            5




Item
      11.
            Executive
      Compensation
            10




Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              22


Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            24




Item
      14.
            Principal
      Accounting Fees and Services
            25




PART
IV




Item
      15.
            Exhibits,
      Financial Statement Schedules
            26












PART
Il




ITEM
9B. OTHER INFORMATION




Merger
Agreement with AZZ incorporated





On March
31, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with AZZ incorporated, a Texas corporation (“AZZ”), and Big Kettle
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AZZ
(“Purchaser”).





Pursuant
to the Merger Agreement, and upon the terms and subject to the conditions
described therein, Purchaser has agreed to commence a tender offer (the “Offer”)
for all of the Company’s outstanding shares of common stock, par value $0.10 per
share (the “Company Common Stock”), at a purchase price of $7.50 per share in
cash, without interest (less any applicable withholding taxes) (as may be
increased pursuant to the Merger Agreement, the “Offer Price”). Purchaser has
agreed to commence the Offer promptly after April 30, 2010, but no later
than May 7, 2010, and the Offer shall expire on the 20th business day from
and including the commencement date unless extended in accordance with the terms
of the Merger Agreement and applicable law. The obligation of AZZ and Purchaser
to consummate the Offer is subject to customary conditions, including (1) that
two-thirds (2/3) of the outstanding shares of Company Common Stock (determined
on a fully diluted basis and taking into account shares of Company Common Stock
issuable upon exercise of options, shares of Company Common Stock held in the
Company's Director Stock Unit Program and restricted shares of Common Stock, in
each case whose holders have executed the Stockholders Agreement (as defined
below)) shall have been validly tendered and not withdrawn prior to the
expiration of the Offer and (2) the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.  The applicable waiting period was terminated
early on April 23, 2010.





Upon
successful completion of the Offer, and subject to the terms and conditions of
the Merger Agreement, Purchaser will be merged with and into the Company, with
the Company surviving as a wholly owned subsidiary of AZZ (the “Merger”). At the
effective time of the Merger, each issued and outstanding share of Company
Common Stock, other than shares held in the treasury of the Company or owned by
AZZ, Purchaser or any of their subsidiaries, and shares of Company Common Stock
held by stockholders who properly demand appraisal rights, will be converted
into the right to receive the Offer Price.





In the
Merger Agreement, the Company granted to Purchaser an irrevocable option (the
“Top-Up Option”), upon the terms and subject to the conditions set forth in the
Merger Agreement (including the Purchaser owning after the completion of the
Offer at least eighty percent (80%) but less than ninety percent (90%) of all
outstanding shares of Company Common Stock), to purchase at the Offer Price a
number of authorized but unissued shares of Company Common Stock that, when
added to the number of shares of Company Common Stock owned by AZZ, Purchaser or
their affiliates and shares of Company Common Stock issuable upon exercise of
options, shares of Company Common Stock held in the Company's Director Stock
Unit Program and restricted shares of Common Stock, in each case whose holders
have executed the Stockholders Agreement, would constitute at least one share
more than 90% of the shares of Company Common Stock then outstanding (the “Top
Up Shares”). In no event will the Top-Up Option be exercisable for a number of
shares in excess of the number of authorized but unissued shares of Company
Common Stock as of immediately prior to the issuance of the Top-Up Shares. The
Top-Up Option will terminate upon the earlier of: (x) the fifth business day
after the later of (1) the expiration date of the Offer and (2) the expiration
of any “subsequent offering period”; and (y) the termination of the Merger
Agreement in accordance with its terms.





2


The
Merger Agreement contains representations, warranties and covenants customary
for a transaction of this nature.





The
Merger Agreement permitted the Company to solicit alternative acquisition
proposals from third parties until April 30, 2010. During this period, the
Company’s board of directors, with the assistance of its financial advisor
Stephens Inc., aggressively solicited acquisition proposals from third parties
in order to ascertain whether a superior alternative transaction for Company
stockholders was available, and to confirm the advisability of the tender offer
and the merger. Fifty companies, including a mix of strategic parties and
financial sponsors, were contacted during this period. To date, the Company has
not received an acquisition proposal from any of the parties contacted. In
addition, the Company may, at any time, upon the terms and subject to the
conditions of the Merger Agreement, respond to any unsolicited proposal that
constitutes, or could reasonably be expected to lead to, a Superior Proposal (as
defined in the Merger Agreement). There can be no assurance that this process
will result in an alternative transaction.





The
Merger Agreement also includes customary termination provisions for the Company
and AZZ and provides that, in connection with the termination of the Merger
Agreement under specified circumstances, the Company will be required to pay AZZ
a termination fee of $3 million (inclusive of expenses incurred by AZZ and
Purchaser), except that the termination fee will be $2 million (inclusive of
expenses incurred by AZZ and Purchaser) in the event the Merger Agreement is
terminated by the Company in order to accept a Superior Proposal from a third
party with whom the Company has had ongoing discussions or negotiations prior to
April 30, 2010 and has been identified in writing to AZZ.





The
foregoing description of the Merger Agreement does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Merger
Agreement, which is attached as Exhibit 10.7 hereto and is incorporated herein
by reference. The Merger Agreement has been attached to provide investors with
information regarding its terms. It is not intended to provide any other factual
information about the parties. In particular, the representations, warranties
and covenants set forth in the Merger Agreement (1) were made solely for
purposes of the Merger Agreement and solely for the benefit of the contracting
parties, (2) may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made to AZZ and
Purchaser in connection with the Merger Agreement, (3) will not survive
consummation of the Merger, (4) are qualified in certain circumstances by a
materiality standard which may differ from what may be viewed as material by
investors, (5) were made only as of the date of the Merger Agreement or
such other date as is specified in the Merger Agreement, and (6) may have
been included in the Merger Agreement for the purpose of allocating risk between
the parties rather than establishing matters as facts.  Investors are
not third party beneficiaries under the Merger Agreement, and should not rely on
the representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or conditions of the parties.
Moreover, information concerning the subject matter of the representation and
warranties may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in subsequent public
disclosure.





Concurrently
with the execution and delivery of the Merger Agreement and as a condition to
AZZ’s and Purchaser’s willingness to enter into the Merger Agreement, AZZ and
Purchaser have entered into a Stockholders Agreement, dated as of March 31,
2010 (the “Stockholders Agreement”), with the directors of the Company and
certain trusts for the benefit of their families, pursuant to which each
director and trust, in his or her capacity as a stockholder of the Company, has
agreed, subject to the terms and conditions of the Stockholders Agreement, to,
among other things, (1) tender their shares of Company Common Stock in the
Offer, (2) provide Purchaser with an option to purchase any shares of
Company Common Stock held by such stockholders that are not tendered in the
Offer (including any shares of Company Common Stock that are issuable upon
exercise of options, that are held in trust pursuant to the Company’s Director
Stock Unit Program or that constitute restricted shares), (3) vote their
shares of Company Common Stock in favor of the Merger, and (4) refrain from
disposing of their shares of Company Common Stock and soliciting alternative
acquisition proposals to the Merger. The directors and trusts also granted
Purchaser a proxy to vote any shares of Company Common Stock held by such
individuals in favor of the Merger.  The Stockholders Agreement will
terminate upon the earlier to occur of (A) the effective time of the Merger,
(B) the termination of the Merger Agreement in accordance with its terms or
(C) the closing of the exercise of the option described in clause (2) above or
the expiration of the option described in clause (2) above, whichever occurs
earlier.





3


The
foregoing description of the Stockholders Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Stockholders Agreement, a form of which is attached as Exhibit A to the
Merger Agreement, which is attached as Exhibit 10.7 hereto and is incorporated
herein by reference.





Related
Legal Proceedings





On
April 13, 2010, Morris Akerman, a purported stockholder of the Company,
filed a putative class action complaint in the Delaware Court of Chancery on
behalf of himself and all other similarly situated stockholders of the Company,
captioned Akerman v. North
American Galvanizing & Coatings, Inc., et al.,C.A. No.
5407-CC.  On April 16, 2010, Gerald Beddow, a purported
stockholder of the Company, filed a putative class action complaint in the
Delaware Court of Chancery on behalf of himself and all other similarly situated
stockholders of the Company, captioned Beddow v. North American Galvanizing
& Coatings, Inc., et al., C.A. No. 5420-VCL. On April 16, 2010,
Barbara Gibbs, a purported stockholder of the Company, filed a putative class
action complaint in the County Court for Rogers County, Oklahoma on behalf of
herself and all other similarly situated stockholders of the Company, captioned
Gibbs v. North American
Galvanizing & Coatings, Inc., et al., Case No. CJ-2010-308. On
April 20, 2010, Richard Devivo, a purported stockholder of the Company,
filed a putative class action complaint in the District Court for Tulsa County,
Oklahoma on behalf of himself and all other similarly situated stockholders of
the Company, captioned Devivo
v. Morrow, et al., Case No. 2010-02551.





The
stockholder complaints purport to assert claims against the Company, the board
of directors of the Company, AZZ and Purchaser alleging breaches of fiduciary
duty and aiding and abetting breaches of fiduciary duty in connection with the
Offer to Purchase. Among other things, the complaints allege that the Company is
being sold at an unfair price. Among other relief, plaintiffs in each of these
actions seek an order enjoining defendants from proceeding with the Merger
Agreement, as well as rescissionary damages, restitution, and attorneys' fees.
Discovery has not commenced, and no trial has been set in any of these
actions.





While the
lawsuits are in the preliminary stages, the Company believes that they are
entirely without merit and intends to defend against them
vigorously.










4


PART
Ill




ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




DIRECTORS





There are currently seven members of
our Board of Directors who were elected at the 2009 Annual Meeting to serve
until the 2010 annual meeting of stockholders or until their respective
successors have been duly elected and qualified.





The
experience and background of each of the directors are set forth
below:





Linwood J. Bundy,age 68,
President, Chief Executive Officer and member of the Board of Directors of
Bundy, Inc., a privately-owned development, entertainment and investment company
located in Iowa, since 1993. From 1978 to 1998, President and Chief Executive
Officer of Iowa State Ready Mix Concrete, Inc., a privately-owned concrete
company located in Ames, Iowa.  Past owner, from 1986 to 1998, of
Hallet Materials, a sand and gravel business in Iowa and
Texas.  Serves on the Board of Directors of US Bank in Ames,
Iowa.  Past member of the Board of Trustees of Mary Greeley Medical
Center, member of the Order of the Knoll, an Iowa State University Foundation,
and past member of a number of civic and professional organizations in
Iowa.  Served as a director of the Company since 2000.  The
Board believes that Mr. Bundy’s background in operations and engineering
expertise and experience is valuable to the evaluation of the Company’s capital
expenditure and operating plans.




Ronald J. Evans,age 61,
appointed President of the Company in February 1996 and Chief Executive Officer
in November 1999.  Private investor from May 1995 to February
1996.  From July 1989 to May 1995, Vice President and General Manager
of Deltech Corporation, a privately-owned specialty chemicals
producer.  From January 1989 to July 1989, Vice President of Sales and
Marketing for Deltech Corporation.  Manager from 1976 to 1989 for
Hoechst Celanese Corporation.  Served as a director of the Company
since 1995.  The Board believes that Mr. Evans’ extensive management,
operational, commercial and corporate financial experience and track record
of achievement and sound judgment as demonstrated throughout his career provide
valuable leadership to the Company.





Janice K. Henry,age 59, retired in June 2006 from Martin Marietta Materials, Inc., a
leading producer of construction aggregates in the United States, having served
as Chief Financial Officer from 1994, when the company completed its initial
public offering, until June 2005. Served as Senior Vice President of Martin
Marietta Materials from 1998 until her retirement in June 2006.  From
2002 until March 2006, served as Treasurer of Martin Marietta Materials, Inc.
She served in a consulting capacity for Martin Marietta Materials from July 2006
through June 2009.  Ms. Henry currently serves as a director of Cliffs
Natural Resources Inc. and is a member of the corporation of The Charles Stark
Draper Laboratory, Inc.  Previously served on the board of Inco
Limited and as a member of the Board of Trustees of Peace
College.  Served as a director of the Company since February 2008. The
Board believes that Mrs. Henry’s financial expertise and service on other public
company boards is valuable to the Company’s fiscal control and corporate
governance oversight.





5


Gilbert L. Klemann, II, age
59, Executive Vice President, Worldwide General Counsel and Secretary of
Sotheby’s, one of the world’s largest auctioneers of authenticated fine art,
antiques and decorative art, jewelry and collectibles, since February
2008.  From 2001 to 2007, Senior Vice President and General Counsel of
Avon Products Inc., aleading global beauty
products company.  During 2000, was Of Counsel to the international
law firm of Chadbourne & Parke LLP, New York City.  From 1991 to
1999, an Executive Officer and General Counsel of Fortune Brands, Inc. (formerly
American Brands, Inc.), a producer of home and hardware products, office
products, golf equipment, and spirits and wine.  Prior to 1990, a
partner in the law firm of Chadbourne & Parke LLP.  From 2005 to
2008, served as director of Alliance One International, Inc.,
an  independent leaf tobacco merchant company. Served as a director of
the Company since 2000.  The Board believes that Mr. Klemann’s
experience in corporate law and business transactions is valuable to the
Company’s business development and corporate governance.





Patrick J. Lynch,age 72,
private investor and former Senior Vice President and Chief Financial Officer of
Texaco Inc., a publicly-owned oil and petrochemicals company, from 1997 to
2001.  For more than forty years, actively engaged in the business
of Texaco Inc. or one of its subsidiaries or affiliated
companies.  Former member of the Trustees of The American Petroleum
Institute, The Conference Board Financial Executives and CFO Advisory
Council.  Currently serves as the Chairman of the Board of Trustees
for Iona College in New Rochelle, New York.  From 2004 to 2008, a director
and chairman of the Audit Committee of Aquila Inc., a power distribution and
generation company.  Served as a director of the Company and as
Chairman of the Audit Committee since 2001.  The Board believes that
Mr. Lynch’s background in manufacturing operations and financial expertise and
experience are valuable to the Company’s fiscal control and financial
oversight.





Joseph J. Morrow,age 70,appointed Non-Executive
Chairman of the Board in November 1999.  Served as a director of
Warwick Valley Telephone Company, a communication services company, as member of
its compensation committee and chairman of its corporate governance and
nominating committee from December 2004 through July 2007.  Chairman
of Proxy Services Corporation from 1992 to present.  Chief Executive
Officer of Proxy Services Corporation, a company providing shareholder meeting
needs, from 1972 to 1992.  Chief Executive Officer of Morrow &
Co., LLC, a privately-owned international proxy solicitation firm, since
1972.  Currently Trustee of Golfer’s in Support of the Troops, a
privately funded charitable foundation.  Served as a director of the
Company since 1996. The Board believes that Mr. Morrow’s background in
shareholder relations, corporate capital formation and prior service on and
experience with other corporate boards of directors is valuable to the Company’s
strategy development and corporate governance.





John H. Sununu,age 70,President of JHS
Associates, Ltd., a private consulting firm, since June 1992 and a former
partner in Trinity International Partners, a private financial firm, and served
as co-host of CNN’s “Crossfire,” a news/public affairs discussion program, from
March 1992 until February 1998.  A member of the National Academy of
Engineering and the Board of Trustees for the George Bush Presidential Library
Foundation.  From January 1989 until March 1992, Chief of





6


Staff to
the President of the United States.  Served on the Advisory Board of
the Technology and Policy Program at MIT from 1984 until 1989.  From
January 1983 to January 1989, Governor of the State of New
Hampshire.  From 1968 until 1973, Associate Dean of the College of
Engineering at Tufts University and Associate Professor of Mechanical
Engineering.  From 1963 until his election as Governor, President of
JHS Engineering Company and Thermal Research Inc.  Helped establish
and served as chief engineer for Astro Dynamics Inc. from 1960 until
1965.  Served as a director of the Company since 1996.  The
Board believes that Mr. Sununu’s business development and international business
experience allows him to provide important insights for the Company’s management
and execution of its strategic plans.





With the exception of Mr. Evans, none
of the directors are, or have been, employed by us or any of our subsidiaries or
other affiliates.





EXECUTIVE
OFFICERS





Chief
Executive Officer





Mr. Evans is our President and Chief
Executive Officer.  His biography is included above under
“Directors.”





Chief
Financial Officer





Beth B. Pulley,age 47, Vice
President and Treasurer since April 2005 and Chief Financial Officer and
Secretary of the Company May 2005 to present.  From March 2001 to
March 2005, Vice President of Finance and Treasurer of Fintube Technologies,
Inc., a wholly-owned subsidiary of Lone Star Technologies, Inc.  From
April 1989 to March 2001, held a number of senior finance positions at Laufen
Ceramic Tile, a subsidiary of Keramik Holding AG Laufen, Switzerland, and
ultimate parent, Roca Radiodores, S.A., of Barcelona, Spain.  Ms.
Pulley is both a certified public accountant and certified management
accountant.








BOARD
OF DIRECTORS AND COMMITTEES





The business of the Company is
managed under the direction of its seven member Board of Directors (the
“Board”).  The Board meets regularly during our fiscal year to review
significant developments affecting us and to act on matters requiring Board
approval.  It also holds special meetings when necessary between
scheduled meetings.





The Board met nine times in 2009
(including regularly scheduled and special telephonic meetings).  Each
director attended at least 75% of the total meetings of the Board and the total
meetings of each applicable committee.  The non-managementdirectors meet in
executive session, as needed, without the management director or other members
of management.  The Board does not have a policy regarding director
attendance at annual meetings.For the 2009 Annual
Meeting of Stockholders, all seven directors attended the meeting.





7


We have a non-executive Chairman in
lieu of a “lead” director who presides at all executive sessions of the
Board.  Mr. Morrow currently serves as the non-executive Chairman of
the Board.  An interested person who wishes to contact either the
Chairman or the non-management directors as a group may do so by writing to
either the Chairman or the Non-Management Directors, c/o Corporate Secretary,
North American Galvanizing & Coatings, Inc., 5314 South Yale Avenue, Suite
1000, Tulsa, Oklahoma 74135, which will be forwarded, unopened, to the
addressee. Stockholders may also contact any other member of the Board by
writing to the same address, c/o Board of Directors.





Corporate
Governance





The corporate governance guidelines
adopted by the Board in 2004 address the qualification and selection of Board
members, independence of Board members, Board leadership, structure of Board
committees and Board processes.  In addition, the guidelines include a
requirement for executive sessions of non-management directors, an annual
self-assessment of the performance of the Board and its committees, an annual
performance evaluation of the Chief Executive Officer, and a charter for each
Board committee.  We have also adopted a Code of Conduct and Ethics
that applies to the Board, our corporate officers, including our Chief Executive
Officer and Chief Financial Officer, and all of our other
employees.  Our corporate governance guidelines, the charters for our
committees and our Code of Conduct and Ethics, including our independence
standards (which conform to NASDAQ rules), are available on our website at http://www.nagalv.com/Investors.asp.





Committees
of the Board





The Board maintains the following
four standing committees, the membership of which is determined from time to
time by the Board:





Executive
Committee.  Messrs. Sununu (chairman), Klemann, Morrow, and
Evans are members of the Executive Committee, which met three times in
2009.  The Executive Committee is delegated authority to act on behalf
of the Board in certain operational and personnel matters, and to approve
capital expenditures within limits authorized by the Board.





Audit
Committee.Messrs. Lynch (chairman), Bundy, and Klemann and
Ms. Henry are members of the Audit Committee, which met six times in
2009.  Each member of the Audit Committee is an “independent director”
as defined in the NASDAQ rules for Audit Committee members and satisfies the
requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).  The Board has determined that each of Mr. Lynch
and Ms. Henry qualify as an audit committee “financial expert” within the
meaning of the rules and regulations of the Securities and Exchange Commission
(the “SEC”).





The Audit Committee is responsible
for, among other things,





·
            appointing
      our independent registered public accountants, subject to stockholder
      ratification,


·
            reviewing
      the scope of the annual audit and recommendations of the independent
      registered public accountants,




8


·
            reviewing
      and discussing with management and the independent registered public
      accountants our audited financial statements and other financial
      information,


·
            monitoring
      the independence and performance of our independent registered public
      accountants, and


·
            evaluating
      overall risk exposures and the adequacy of the overall internal control
      functions of the Company.





Compensation
Committee.Messrs. Bundy (chairman), Lynch and Morrow are
members of the Compensation Committee, which met three times in 2009. All of the
committee members are “independent directors” as defined in the NASDAQ
rules.





The Compensation Committee considers
remuneration of our corporate and subsidiary officers, administers our incentive
compensation and stock option plans and approves the adoption of employee
benefit plans. The Compensation Committee evaluates the performance of the Chief
Executive Officer and Chief Financial Officer and recommends to the Board their
compensation.





Corporate Governance and Nominating
Committee.The Corporate Governance and Nominating Committee was formed
in 2003, and is composed of Messrs. Morrow (chairman), Bundy, Klemann, and
Lynch, Ms. Henry and Gov. Sununu.  All of the committee members are
“independent directors” as defined in the NASDAQ rules.  The Corporate
Governance and Nominating Committee met two times in 2009.





The Corporate Governance and Nominating
Committee is responsible for, among other things, identifying and evaluating the
qualifications of candidates for Board membership and making recommendations of
candidates for consideration of nomination by the Board.




The Corporate Governance and Nominating
Committee reviews and recommends to the Board the slate of director nominees to
be proposed for election at annual meetings of stockholders and candidates to
fill vacancies on the Board that occur between annual meetings of the
stockholders.  In identifying and evaluating candidates for Board
membership, the Corporate Governance and Nominating Committee takes into account
all factors it considers appropriate.  While there are no specific
minimum requirements for director nominees, the Committee does consider the
following non-exclusive factors:  professional experience, knowledge,
integrity, independence, diversity of backgrounds and the extent to which the
candidate would fill a present need on the Board.




The
Corporate Governance and Nominating Committee utilizes a variety of methods for
identifying and evaluating nominees for director with an emphasis on the needs
of the Company.  The Committee will consider candidates for the board
of directors recommended by stockholders and will evaluate such candidates in
the same manner as other potential candidates.  Any stockholder who
wishes to recommend a person to be considered for nomination as a director by
the Corporate Governance and Nominating Committee may do so by submitting the
candidate’s name and qualifications in writing to Corporate Governance and
Nominating Committee, c/o Corporate Secretary, 5314 South Yale Avenue, Suite
1000, Tulsa, Oklahoma  74135.  Stockholders may directly
nominate persons for director in accordance with the provisions of our Bylaws, a
copy of which is on file with the SEC.




9


Company
Information Available on Website


The Company has posted on its
website, www.nagalv.com, its (1) Corporate Governance Guidelines; (2) Code
of Business Conduct and Ethics, and (3) the Company’s charters for the Audit
Committee, the Compensation Committee, and the Corporate Governance and
Nominating Committee.  In addition, the Company's annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, the
Statements of Beneficial Ownership of Securities on Forms 3, 4 and 5 for
directors and officers of the Company and all amendments to such reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are
available free of charge at the Securities and Exchange Commission ("SEC")
website at www.sec.gov. 
The Company's website at http://www.nagalv.com/Investors.asp
contains a link to its filings with the SEC.





SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Section 16(a) of the Exchange Act
requires our executive officers and directors to file reports of changes in
ownership of the Common Stock with the SEC.  Executive officers and
directors are required by SEC regulations to furnish us with copies of all
Section 16(a) forms so filed.  Based solely on a review of the copies
of such reports furnished to us, we believe that the February 5, 2010 filings on
Form 5 related to the acquisition of stock warrants to purchase common stock of
the Company for Messrs. Bundy, Lynch, Morrow, and Sununu and Ms. Henry should
have instead been filed on Form 4 within two days of August 21,
2009.  All other persons subject to these reporting requirements filed
the required reports on a timely basis during fiscal year 2009.





ITEM
11. EXECUTIVE COMPENSATION




Overview
of Director Compensation and Procedures





Director compensation is now and has
historically been set by the Board.  Director compensation has historically
been relatively low with most directors serving because of their equity interest
in the Company or their personal or business relationship with our large
stockholders.





Non-management directors are required
to defer 100% of their annual fee, $50,000, effective October 1, 2009, under the
Director Stock Unit Program (the “Program”), and receive no additional
compensation for committee services beyond their annual fee.  The
Program is included in the 2009 Incentive Stock Plan (the “Plan”), which
stockholders approved at the Company’s Annual Meeting held July 29,
2009.  Following the shareholder meeting at which the Plan was
approved, the Board of Directors’ Compensation Committee approved an amendment
to the 2009 Incentive Stock Plan. The amendment to the 2009 Incentive Stock Plan
changed the percentage that each director was required to defer in
fees each calendar year from a minimum of 50% to a minimum of
100%.  The deferred fees are converted into stock unit grants at the
average of the fair market value for a share of stock for the 10 trading days
before quarter end, the date the fees otherwise would be payable in
cash.  The Company makes a matching stock unit contribution equal to
100% of the amount deferred by the directors as of the same quarterly payments
dates.  On December 4, 2009, the Board of Directors approved a
recommendation proposed by the Company’s Compensation Committee to adjust the
amount by which the Company matched a director’s deferred fees from seventy five
percent (75%) to one hundred percent (100%).  This amendment was an
extension of the July, 2009 amendment that required all directors to mandatorily
defer 100% of their fee into the Company’s Director Stock Unit Program, and was
effective January 1, 2010.





10


The Company also reimburses the
directors for their out-of-pocket expenses for attending Board and committee
meetings which, from time-to-time, may include the director’s
spouse.





The
management director is required to participate in the deferral program and the
amendment described above applies to his participation as well.  The
President and CEO, as the management director, receives no additional cash
compensation for his service as a director.  The Company reduces the
CEO’s annual salary by the amount deferred under the Director Stock Unit
Program.  The Company matches deferrals by the management director
with Stock Units at the same rate as it matches deferrals for non-management
directors.





Stock under this program is eligible
for delivery five calendar years following the year for which the deferral is
made subject to acceleration upon the resignation or retirement of the director
or a change in control.  Directors may elect, at least one full year
before the end of any automatic deferral period, to further defer their receipt
of the stock for at least five years.





In
January, 2009, in addition to the deferral of the annual cash fee and matching
Stock Unit grants, each non-management director received a grant of 13,333
forfeitable shares of Common Stock (the “Restricted Stock”) under the 2004
Incentive Stock Plan.




Restricted
Stock granted to non-management directors vests and becomes nonforfeitable on
the date of the earliest to occur of the following:




(a)  the date
that is two (2) years after the date of grant;




(b)  the date
of a change in control;




(c)  the date
the participant terminates employment due to a disability; and




(d)  the date
of the participant’s death.







11


DIRECTOR
COMPENSATION




The
following table describes the compensation of non-management directors during
2009.




Name
            
            Fees
      Earned or Paid in Cash (1)
            
            
            Stock
              Awards
              (2)
            
            
            Options
      Awards
              (3)
            
            
            All
      Other Compensation (4)
            
            
            TotalLinwood
      J. Bundy
            
            $
            38,750
            
            
            $
            48,932
            
            
            
            —
            
            
            $
            29,063
            
            
            $
            116,745Ronald
      J. Evans (5)
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Janice
      K. Henry
            
            
            38,750
            
            
            
            48,932
            
            
            
            —
            
            
            
            29,063
            
            
            
            116,745Gilbert
      L. Klemann, II
            
            
            38,750
            
            
            
            48,932
            
            
            
            —
            
            
            
            29,063
            
            
            
            116,745Patrick
      J. Lynch
            
            
            38,750
            
            
            
            48,932
            
            
            
            —
            
            
            
            29,063
            
            
            
            116,745Joseph
      J. Morrow
            
            
            38,750
            
            
            
            48,932
            
            
            
            —
            
            
            
            29,063
            
            
            
            116,745John
      H. Sununu
            
            
            38,750
            
            
            
            48,932
            
            
            
            —
            
            
            
            29,063
            
            
            
            116,745





(1) For
2009, each of our non-management directors earned an annual fee of $38,750,
payable in quarterly installments.  All of the Company's directors
elected to defer 100% of this fee for 2009 and received stock unit grants for
the deferred fee and the Company match under the Director Stock Unit
Program.  The following are the aggregate number of stock unit awards
that were granted to each of our directors during 2009:  Mr. Bundy,
15,788; Ms. Henry, 15,788; Mr. Klemann, 15,788; Mr. Lynch, 15,788; Mr. Morrow,
15,788; and Gov. Sununu, 15,788.  The following are the aggregate
number of stock unit awards outstanding that have been granted to each of our
directors as of December 31, 2009:  Mr. Bundy, 114,575; Ms. Henry,
24,540; Mr. Klemann, 114,575; Mr. Lynch, 114,575; Mr. Morrow, 114,575; and Gov.
Sununu, 114,575.




(2)
Amounts represent the grant date fair value of restricted stock awards of 13,333
shares of common stock made in January 2009 to each non-employee director under
our 2004 Incentive Stock Plan, computed in accordance with Financial Accounting
Standards Board Accounting Standards Codification Topic 718 (“ASC
718”).  Refer to Note 3, “Share-based Compensation,” in the Notes to
Consolidated Financial Statements included in the Annual Report on Form 10-K
filed on February 24, 2010 for the relevant assumptions used to determine the
valuation of our stock awards.




(3) No
option awards were granted to the directors during 2009, and no amounts were
expensed for previous option awards during 2009.  The following are
the aggregate number of option awards outstanding that have been granted to each
of our non-employee directors as of December 31, 2009: Mr. Bundy, none; Ms.
Henry, none; Mr. Klemann, 79,166; Mr. Lynch, 20,000; Mr. Morrow, none; Gov.
Sununu, 20,000.





(4)
Includes the Company’s matching contribution for 2009 based on amounts deferred
as a director under the Director Stock Unit Program.





(5) See
Summary Compensation Table for disclosure related to Ronald J. Evans, who is
also an Executive Officer of the Company.  Mr. Evans receives no cash
compensation as a director beyond the compensation he receives as
CEO.  He participates in the Director Stock Unit Program, as described
above, and receives matching Stock Unit grants.





12


EXECUTIVE
COMPENSATION





Compensation
Discussion and Analysis





The Compensation Committee reviews and
approves, and recommends for the approval of the full Board of Directors, the
annual compensation and compensation procedures for the Chief Executive Officer
(“CEO”) of the Company.  The CEO confers with the Compensation
Committee concerning the compensation of the Chief Financial Officer
(“CFO”).  At present, the Compensation Committee believes that the
cumulative business experience of its members is adequate for its compensation
decisions.





Our
objective is to provide for executive compensation that will attract and retain
skilled executives and will link executive compensation to corporate
performance.  To achieve these goals, we believe that our executive
compensation must include adequate short-term compensation (primarily in the
form of salary and annual bonus) and long-term compensation (primarily in the
form of restricted stock, stock options and other equity-based awards.) 
The Compensation Committee has no policy as far as the allocation of executive
compensation between short-term and long-term compensation or between cash and
equity compensation.  This allocation is based on a case by case analysis
for each executive officer each year.





Salary.Actual
salaries are based on individual performance contributions within a competitive
salary range for each position established through job evaluation and market
comparisons.  We review approved salary ranges annually to determine
parity with national compensation trends and to ensure that we maintain a
reasonably competitive compensation structure.  The President and
Chief Executive Officer’s salary is approved by the Board based on a review and
recommendation by the Compensation Committee, taking into consideration
historical compensation, corporate performance, leadership characteristics and
its expectations of future contributions to the Company’s long-term
success.





Effective
April 1, 2007, the Company entered into a three-year written employment
agreement with the CEO that provides the CEO an annual base salary of $325,000
during the term, subject to possible increase by the Board.  In
February 2010, the Company amended the CEO’s current agreement to extend the
written employment agreement one year, to April 1, 2011.  The CEO’s
salary has not changed since April 1, 2007.  In January 2009, the
Compensation Committee recommended and the Board approved an increase in annual
base salary of $10,000, to $195,000, for the Chief Financial Officer, effective
April 1, 2009.  The CFO’s compensation is currently set by the
CEO.  In March 2010, the CEO approved an increase in annual base
salary of $5,000 to $200,000 for the CFO, effective April 1, 2010.




Annual Incentive Compensation.Our executive officers and key employees are eligible to participate in a
discretionary annual bonus program.  The Committee, subject to Board
approval, administers the plan and selects the key employees and executive
officers who participate, with substantial CEO input on all employees except
himself.  This authority enables the Committee to consider individual
achievement in deciding on, and recommending to the Board, the amount of any
bonus for a participant.





13


The
Compensation Committee took into consideration the current uncertain market
situation and operating environment and corporate performance for the year ended
December 31, 2009, and recommended a bonus award of $250,000 for our Chief
Executive Officer.  In February 2010, the Board approved the
recommendation of the Compensation Committee.  The CEO approved a
$90,000 bonus for our Chief Financial Officer.  Each of these bonus
amounts are the same as those awarded in 2009.




2009 Incentive Stock
Plan.Equity awards are made under this plan to provide
additional incentives to employees to work to maximize our growth and
stockholder value.  Historically, the Compensation Committee has
awarded stock option grants for equity awards, but in 2008 moved to restricted
stock awards.  The move was made because the Company incurs expense
with both option and restricted stock awards, but there is an increased
likelihood that the employee will obtain value from a restricted stock award
rather than an option award.  The plan may utilize vesting periods to
encourage key employees to continue in our employ.  The number of
awards granted is determined by the Compensation Committee’s subjective
evaluation of the executive’s ability to influence our long-term growth and
profitability.  Awards are granted at the current market price at the
time of the grant.





During
February 2010, the Compensation Committee recommended and the Board of Directors
approved a grant totaling 120,001 forfeitable shares of Common Stock (the
“Restricted Stock”) for 32 management employees, including 33,500 for our Chief
Executive Officer and 20,000 for our Chief Financial Officer.  These
grants were the same as the prior year grant awards, except for the Chief
Executive Officer’s grant, which was reduced from the prior year award of
66,667.  Restricted Stock granted to management employees vests and
becomes nonforfeitable on the date of the earliest to occur of the
following:




(a)
            the
      date that is four (4) years after the date of
  grant;




(b)
            the
      date of a change in control;




(c)
            the
      date the participant terminates employment due to a disability;
      and




(d)
            the
      date of the participant’s death.




During
January 2009, the Compensation Committee recommended and the Board of Directors
approved a grant totaling 154,168 forfeitable shares of Common Stock (the
“Restricted Stock”) for 32 management employees, including 66,667 for our Chief
Executive Officer and 20,000 for our Chief Financial Officer.  This
grant is in recognition of 2008 performance.




The Compensation Committee recommends,
and the Board approves, equity awards under this plan.  The CEO confers
with the Compensation Committee on all plan awards other than those made to
himself.  Grants are made before March 15 each year.





401K
Plan.  The Company offers a 401(k) defined contribution plan to
its eligible employees, including executive officers.  Although the
Company match is discretionary, the Company has historically matched a
participant’s contributions up to 3% and contributed to the North American
Galvanizing Common Stock Fund of the 401K an additional 110% of a participant’s
contributions over 3%, but not to exceed 6%, of the participant’s
compensation.





14


Perquisites.  The
Company offers to pay the travel costs of the executives’ spouses to attend the
Annual Meeting of Stockholders.  The aggregate cost in total is less
than $10,000 per year. The Company provides no other perquisites to its
executives.





Change in Control
Provisions.  Awards under the 2009 Incentive Stock Plan and the
Director Stock Unit Plan are subject to accelerated vesting upon a change in
control of the Company, resignation or retirement.  The Compensation
Committee believes these accelerated vesting provisions to be fair and
customary.  The change in control provisions in the CEO’s employment
agreement and the Company’s “Pay to Stay” program are discussed
below.




CEO Employment Agreement. The
Company entered into a three-year written employment agreement with the CEO,
effective April 1, 2007, that provides the CEO an annual base salary of $325,000
during the term, subject to possible increase by the Board.  Under the
agreement, the CEO remains eligible to participate in all Company benefit
plans.  In February, 2010, the Company extended the agreement for a
one year period.  The current expiration date of the agreement is
April 1, 2011.




If the
CEO’s employment is terminated for any reason other than a change in control or
for cause or because of a permanent disability, then the employment agreement
provides that the CEO (or his estate) is entitled to a one-time termination
payment equal to his then annual base salary.  Cause shall mean any of
(i) employee’s gross negligence or willful misconduct in the performance of the
duties and services required pursuant to the agreement, or (ii) employee’s final
conviction of a felony, or (iii) employee’s material breach of any material
provision of the agreement with remains uncorrected for thirty (30) days
following written notice to employee by employer.




In the
event either the CEO or the Company elects to terminate the agreement upon the
occurrence of a change in control, then the CEO will be entitled to receive a
one-time payment equal to 2.99 times his annual base salary as of the date of
termination.  The CEO would have received a termination payment of
$971,750 in the event a change of control and termination had occurred as of
December 31, 2009.




The CEO and the Chairman of the
Board, in consultation with the Compensation Committee, negotiated the terms of
the employment agreement, which were recommended by the Compensation Committee
and approved by the Board.  The Compensation Committee and the Board
believe that the terms of the agreement are reasonable and that the agreement
was needed in order to retain the services of the CEO.





"Pay to Stay" Program.In connection with
the entry into the Merger Agreement, the Company established a "Pay to Stay"
program, under which Ms. Pulley is a participant.  Pursuant to the
"Pay to Stay" program, within two weeks after consummation of the Offer, a
determination will be made by the Company regarding Ms. Pulley's continued
employment with the Company and she will be informed of that
determination.  In the event Ms. Pulley is notified that her services
to the Company are no longer required or that such services are only required
through a specified period, she will be paid a "Pay to Stay" payment equal to
six months of her current base pay at the time of





15


her
termination of employment.  In the event Ms. Pulley is notified that
her employment will continue following consummation of the Offer but her
employment is instead involuntarily terminated without cause within three months
of the date that she was notified her employment will be continued, then Ms.
Pulley will be paid the "Pay to Stay" payment described above.  In the
event Ms. Pulley is notified that her employment will continue following
consummation of the Offer and she continues to work for at least three months
after the date that she was notified her employment will be continued, she will
not be paid a "Pay to Stay" payment.  Pursuant to the "Pay to Stay"
program, Ms. Pulley would have received a "Pay to Stay" payment of $100,000
(equal to six months base salary) in the event of consummation of the Offer and
termination had occurred as of December 31, 2009.  Execution of a
Severance Agreement is a required condition for receipt of the “Pay to Stay”
payment.





Any "Pay
to Stay" payment pursuant to the "Pay to Stay" program will be in addition to
any amounts to which Ms. Pulley may be entitled under the Company's
severance policy.  Under the "Pay to Stay" program, "cause" means
Ms. Pulley's conviction of a felony; negligent failure to carry out her
duties with the Company after she has been provided with notice of the willful
failure and has been given an opportunity to cure it; insubordination; violation
of company rule or policy; misconduct; job abandonment; gross negligence or
resignation.





The Compensation Committee believes
that compensation levels during 2009 adequately reflect our compensation goals
and policies.  The Compensation Committee will continue to evaluate
the relationship between its executive and key managerial compensation and our
performance and stockholder value.









16


SUMMARY
COMPENSATION TABLE





The
following table includes information concerning compensation for the three
fiscal years ended December 31, 2009 paid for the two persons who served as our
Chief Executive Officer and Chief Financial Officer and are currently our only
two executive officers.  We refer to these individuals as the “named
executive officers.”




Name
      and Principal Position
            
            Year
            
            Salary
              ($)
      (1)
            
            
            Bonus
              ($)
            
            
            Stock
              Awards
              ($)(2)(3)
            
            
            Option
      Awards
              ($)
      (2)
            
            
            All
      Other Compensation ($) (4)
            
            
            Total
      ($)Ronald
      J. Evans
            
            2009
            
            $
            325,000
            
            
            $
            250,000
            
            
            $
            244,668
            
            
            
            —
            
            
            $
            44,498
            
            
            $
            864,166President
      and CEO
            
            2008
            
            
            325,000
            
            
            
            200,000
            
            
            
            278,000
            
            
            
            —
            
            
            
            42,787
            
            
            
            845,7872007
            
            
            293,750
            
            
            
            120,000
            
            
            
            —
            
            
            $
            708,000
            
            
            
            44,756
            
            
            
            1,166,506Beth
      B. Pulley
            
            2009
            
            
            192,500
            
            
            
            90,000
            
            
            
            73,400
            
            
            
            —
            
            
            $
            13,191
            
            
            $
            369,091CFO
      and Secretary
            
            2008
            
            
            182,500
            
            
            
            75,000
            
            
            
            83,400
            
            
            
            —
            
            
            
            12,337
            
            
            
            353,2372007
            
            
            168,750
            
            
            
            50,000
            
            
            
            —
            
            
            
            44,250
            
            
            
            10,631
            
            
            
            273,631





(1) For
Mr. Evans, includes amounts deferred as a director under the Director Stock Unit
Program, totaling $38,750 for 2009, and $35,000 for both 2008 and
2007.  The stock unit awards are deferred for five years subject to
acceleration upon resignation, retirement or a change in control.  The
actual stock certificates will not be issued to the director until the award is
paid out.





(2)
Amounts shown represent the grant date fair value of restricted stock awards
made to the named executive officer in the year indicated, computed in
accordance with FASB ASC Topic 718.  As required by applicable SEC
rules, awards are reported in year of grant.    Refer to
Note 3, “Share-based Compensation,” in the Notes to Consolidated Financial
Statements included in the Annual Report on Form 10-K filed on February 24, 2010
for the relevant assumptions used to determine the valuation of our stock
awards.





(3)
Restricted stock awards to our executive officers on account of the 2009
performance year were approved in February 2010, with fair values at the date of
grant as follows:  Ronald J. Evans, $180,230 and Beth B.
Pulley,   $107,600.





(4)  For
Mr. Evans, includes the Company’s matching contribution for each year based on
amounts deferred as a director under the Director Stock Unit Program in the
amount of $29,063 for 2009 and $26,250 for both 2008 and 2007.  Mr.
Evans had 114,575 stock unit grants awarded under the Director Stock Unit
program outstanding at December 31, 2009.  Also includes the Company’s
matching contributions to its 401(k) defined contribution retirement plan on
behalf of the named executive officer.





17


GRANTS
OF PLAN-BASED AWARDS





The
following table shows the total number of restricted stock awards that were
granted in 2009 under the 2004 and 2009 Incentive Stock Plans to the named
executive officers.  Each restricted stock award generally becomes 100%
vested after a four-year service period.




Name
      and Principal Position
            Grant
      Date
            All
      Other Stock Awards: Number of Shares of Stock or Units (#)
            Grant
      Date Fair Value of Stock and Option Awards ($)Ronald
      J. Evans
            1/20/2009
            66,667
            $244,668President
      and CEO
            1/2/2009
            4,150
      (1)
            15,313  (2)4/1/2009
            5,262
      (1)
            15,313
      (2)7/1/2009
            2,591
      (1)
            15,313
      (2)10/1/2009
            3,785
      (1)
            21,875
      (2)Beth
      B. Pulley
            1/20/2009
            20,000
            73,400





(1) Stock
units awarded under the Director Stock Unit Program.




(2) Stock
unit values based upon average closing price of common stock for 10 trading days
prior to grant date.




In
addition, on February 18, 2010, the Compensation Committee recommended and the
Board approved grants of forfeitable shares of Common Stock (the “Restricted
Stock”), including 33,500 shares awarded to the Chief Executive Officer and
20,000 shares awarded to the Chief Financial Officer.  These awards
are not included in the table above because they were granted after 2009 year
end.




Restricted
Stock vests and becomes nonforfeitable on the date of the earliest to occur of
the following:




(a)
            the
      date that is four (4) years after the date of
  grant;




(b)
            the
      date of a change in control;




(c)
            the
      date the participant terminates employment due to a disability;
      and




(d)
            the
      date of the participant’s death.





18


OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END





The following table shows the total
number of unexercised stock options and unvested stock plan awards for the named
executive officers as of December 31, 2009.




Option
      Awards
              
              
              Stock
      AwardsStock
      Awards
              
              
              Number
      of Securities Underlying Unexercised Options (#)
    Exercisable
              
              
              
              Number
      of Securities Underlying Unexercised Options (#) Unexercisable
      (1)
              
              
              
              Option
      Exercise Price ($/Sh)
              
              
              Option
      Expiration Date (2)
              
              
              
              Number
      of Shares or Units of Stock That Have Not Vested (#)
              
              
              
              Market
      Value of Shares or Units of Stock That Have Not Vested ($)
    (3)Ronald
      J. Evans
              
              
              50,000
              
              
              
              —
              
              
              
              1.05
              
              
              02/17/2016
              
              
              
              —
              
              
              
              —President
      and CEO
              
              
              150,000
              
              
              
              50,000
              
              
              
              2.60
              
              
              02/23/2017
              
              
              
              —
              
              
              
              —200,000
              
              
              
              —
              
              
              
              2.60
              
              
              02/23/2017
              
              
              
              —
              
              
              
              ——
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              133,333
              
              
              $
              646,665Beth
      B. PulleyCFO
      and Secretary
              
              
              5,000
              
              
              
              5,000
              
              
              
              1.05
              
              
              02/17/2016
              
              
              
              —
              
              
              
              —12,500
              
              
              
              12,500
              
              
              
              2.60
              
              
              02/23/2017
              
              
              
              —
              
              
              
              ——
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              40,000
              
              
              $
              194,000


(1)
Options become exercisable in four equal annual installments beginning on the
first anniversary date of grant, except one of the options for 200,000 shares
awarded to Ronald J. Evans on February 23, 2007, is exercisable in three equal
annual installments beginning on the first anniversary date of
grant.





(2) The
expiration date of each option occurs 10 years after the date of grant of each
option.





(3)
Market value calculated based on the closing stock price on December 31,
2009.





OPTIONS
EXERCISES AND STOCK VESTED


The
following table shows option exercises and the vesting of stock units for the
named executive officers during 2009.





Option
      Awards
            
            
            Stock
      AwardsName
      and Principal Position
            
            Number
      of Shares Acquired on Exercise (#)
            
            
            Value
      Realized on Exercise ($)
            
            
            Number
      of Shares Acquired on Vesting (#)
            
            
            Value
      Realized on Vesting ($)(1)Ronald
      J. EvansPresident
      and CEO
            
            
            150,000
            
            
            $
            805,163
            
            
            
            22,041
            
            
            $
            61,250Beth
      B. PulleyCFO
      and Secretary
            
            
            27,500
            
            
            $
            172,475
            
            
            
            —
            
            
            
            —




(1) Delivery of stock certificates for
stock units granted under Director Stock Unit Program is deferred for five years
subject to acceleration upon resignation, retirement or change in
control.





19


NONQUALIFIED
DEFERRED COMPENSATION





The
following table sets forth information concerning the Chief Executive Officer’s
participation in the Company’s Director Stock Unit Program, which provides
deferred equity-based compensation to management and non-management
directors.




Name
      and Principal Position
            
            Executive
      Contributions in 2009 ($)
            
            
            Registrant
      Contributions in 2009 ($)
            
            
            Aggregate
      Earnings in 2009 ($)
            
            
            Aggregate
      Withdrawals/
              Distributions
      ($)
            
            
            Aggregate
      Balance at December 31, 2009 ($)Ronald
      J. Evans
            
            $
            38,750
            
            
            $
            29,063
            
            
            $
            —
            
            
            $
            —
            
            
            $
            555,689President
      and CEO


The material terms of the Director
Stock Unit Program are described under “Item 11. Executive Compensation –
Overview of Director Compensation and Procedures” elsewhere in this annual
report.  The Company’s Director Stock Unit Program commenced January
1, 2005.  Since that time, the executive contributions and registrant
contributions have been included in the Summary Compensation
Table.  For 2009, 2008 and 2007, the executive contributions are
included in salary and the registrant contributions are included in all other
compensation in the Summary Compensation Table.








POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL




The vesting of all outstanding stock
options, forfeitable stock grants, and stock deferrals under the Director Stock
Unit Program, are accelerated upon the retirement or resignation of the holder
or upon a change-in-control and would result in value of $889,165 to the Chief
Executive Officer and $278,875 to the Chief Financial Officer, assuming the
event took place on December 31, 2009.  Under the terms of the CEO's
employment agreement, the Company must pay the CEO (i) a single cash payment
equal to one year's annual base salary (currently $325,000) upon his retirement
or termination (other than in connection with a change-in-control or for cause)
and (ii) a single cash payment equal to 2.99 times his annual base salary (a
total of $971,750 assuming the event took place on December 31, 2009 based on
current salary) in connection with the termination of his employment in
connection with a change-in-control of the Company.  During 2010, the
Company entered into a Pay-To-Stay agreement, described under “Item 11.
Executive Compensation – Compensation Discussion and Analysis – “Pay to Stay”
Program elsewhere in this annual report, with the Chief Financial Officer which
would result in a payment to her of $100,000 in the event of her termination
following consummation of the Offer.  In addition, both the CEO and
CFO were awarded forfeitable stock grants in February 2010 which would result in
value of approximately $252,000 to the Chief Executive Officer and $150,000 to
the Chief Financial Officer, assuming an accelerated vesting event took place on
April 15, 2010.




20


COMPENSATION
COMMITTEE REPORT





The Compensation Committee reviews our
general compensation policies and the compensation plans and specific
compensation levels for executive officers.  The 2009 Incentive Stock
Plan, Rule 16b-3 of the Exchange Act, and paragraph 162(m) of the Internal
Revenue Code of 1986, as amended, require that at least two of the Compensation
Committee members be non-employee directors.  The Compensation
Committee consists of three directors who are not employees of the
Company.  Linwood J. Bundy is the current Chairman of the Compensation
Committee.  All recommendations by the Compensation Committee relating
to the compensation of our Chief Executive Officer are approved by the full
Board.





The Compensation Committee has reviewed
and discussed the Compensation Discussion and Analysis (the “CD&A”) for the
year ended December 31, 2009 with management.  In reliance on the
reviews and discussions referred to above, the compensation committee
recommended to the Board, and the Board has approved, that the CD&A be
included in the annual report on Form 10-K for the year ended December 31, 2009
for filing with the SEC.








By the Compensation Committee of the
Board of Directors:


Linwood J. Bundy,
Chairman


Patrick J. Lynch


Joseph J. Morrow








COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION





The Compensation Committee is presently
comprised of the following directors: Messrs. Bundy, Lynch and Morrow, none of
whom are current or former officers or employees of the Company or any of its
subsidiaries. None of our named executive officers or directors was an executive
officer or served as a member of the board of directors or compensation
committee of any entity that has one or more of its executive officers serving
as a member of our Board or Compensation Committee.







21


ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS




The following table sets forth
certain information as of April 15, 2010, regarding the beneficial ownership of
our Common Stock by (a) all persons who are beneficial owners of five percent or
more of our Common Stock, (b) each of our directors, (c) our Chief Executive
Officer and our Chief Financial Officer, which are our only executive officers,
and (d) all of our directors and executive officers as a
group.  Unless otherwise noted, the persons named below have sole
voting and investment power with respect to such shares.





North
      American Galvanizing & Coatings, Inc.Stock
      Ownership, as of April 15, 2009Number
      of Shares of Common Stock Beneficially Owned (excluding options)
      (1)
            
            
            Nonvested
      Forfeitable Shares of Common Stock
            
            
            Options
      Granted (2)
            
            
            Total
      Beneficial Ownership
              of
      Common Stock (including options)
            
            
            Percentage
              of
      Common Stock (3)Linwood
      J. Bundy
            
            
            294,613
            
            
            
            26,666
            
            
            
            —
            
            
            
            321,279
            
            
            
            1.9%Ronald
      J. Evans
            
            
            344,020
            
            
            
            166,833
            
            
            
            450,000
            
            
            
            960,853
            
            
            
            5.5%Janice
      K. Henry
            
            
            —
            
            
            
            26,666
            
            
            
            —
            
            
            
            26,666
            
            
            
            .1%Beth
      B. Pulley
            
            
            42,554
            
            
            
            60,000
            
            
            
            25,000
            
            
            
            127,554
            
            
            
            0.7%Gilbert
      L. Klemann, II
            
            
            214,617
            
            
            
            26,666
            
            
            
            79,166
            
            
            
            320,449
            
            
            
            1.9%Patrick
      J. Lynch
            
            
            214,395
            
            
            
            26,666
            
            
            
            20,000
            
            
            
            261,061
            
            
            
            1.5%Joseph
      J. Morrow
            
            
            1,862,000
            
            
            
            26,666
            
            
            
            —
            
            
            
            1,888,666
            
            
            
            10.9%John
      H. Sununu
            
            
            148,121
            
            
            
            26,666
            
            
            
            20,000
            
            
            
            194,787
            
            
            
            1.1%All
      Directors and ExecutiveOfficers
      as Group (8 persons)
            
            
            3,120,320
            
            
            
            386,829
            
            
            
            594,166
            
            
            
            4,101,315
            
            
            
            23.6%




(1)
            Excludes
      stock units allocated to the account of the named person under the
      Director Stock Unit Program, as persons are not permitted to vote the
      units.





(2)
            Represents
      shares which the directors and executive officers have, or within 60 days
      after April 15, 2010 will have, the right to acquire through the exercise
      of stock options.





(3)
            Based
      on 16,753,943 shares of the Common Stock outstanding as of April 15, 2010.
      This assumes that all options or warrants exercisable within 60 days after
      April 15, 2010 owned by the named individual are exercised.  The
      total number of shares outstanding also assumes that none of the options
      or warrants owned by other named individuals are
  exercised.





(4)
            The
      address for each of our directors and executive officers is as
      follows:  c/o North American Galvanizing & Coatings, Inc.,
      5314 South Yale Avenue, Suite 1000, Tulsa, Oklahoma
  74135.




22


EQUITY
COMPENSATION PLAN INFORMATION




This
table provides certain information as of December 31, 2009 with respect to our
equity compensation plans:




(a)
              (b)
              (c)Plan
      Category
              Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
              Weighted-average
      exercise price of outstanding options, warrants and rights
              Number
      of securities remaining available forfuture
      issuance under equity compensationplans
      (excluding securities reflected in column (a))Equity
      compensation Plans approved by security holders
              756,666
              $2.22
              2,598,403
      (1)Equity
      compensation Plans not approved by security holders
              0
              N/A
              0Total
              756,666
              $2.22
              2,598,403
  (1) This
amount represents the number of shares available (2,598,403) for issuance
pursuant to stock options, stock units and grants that could be granted in the
future under the North American Galvanizing & Coatings, Inc. 2009 Incentive
Stock Plan.







23


ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE




RELATED
PARTY TRANSACTIONS





On August
18, 2009, the Company accepted subscription agreements for $7.3 million in
subordinated debt with stock warrants to purchase 1,095,000 shares of common
stock of the Company.  The following related parties of the Company
subscribed to the subordinated debt offering for the amounts
listed.




Related
      Party
              Nature
      of Relationship
              
              Principal
      Note
              
              
              WarrantsLinwood
      J. Bundy
              Director
              
              $
              1,000,000
              
              
              
              150,000C
      & M Management & Realty Partners
              Director
      Joseph J. Morrow has a controlling interest
              
              
              200,000
              
              
              
              30,000Janice
      K Henry and John M Henry
              Director
      and spouse
              
              
              250,000
              
              
              
              37,500Patrick
      J. Lynch
              Director
              
              
              200,000
              
              
              
              30,000MCO
      Limited Partnership
              Director
      Joseph J. Morrow has has a controlling interest
              
              
              300,000
              
              
              
              45,000Claire
      Morrow
              Spouse
      of Director
              
              
              250,000
              
              
              
              37,500The
      Joseph J. & Claire Morrow Charitable Foundation
              Spouse
      of Director is a Trustee
              
              
              1,000,000
              
              
              
              150,000Joseph
      J. Morrow Revocable Living Trust
              Director
              
              
              1,000,000
              
              
              
              150,000Morrow
      & Co., LLC
              Director
      Joseph J. Morrow has a controlling interest
              
              
              1,000,000
              
              
              
              150,000Nancy
      Sununu
              Spouse
      of Director
              
              
              250,000
              
              
              
              37,500Total
              
              
              $
              5,450,000
              
              
              
              817,500


Morrow & Co., LLC.Mr. Joseph J. Morrow, a
director of the Company, is the Chairman, a director and approximately a 30%
shareholder of Morrow & Co., LLC, which provides proxy solicitation and
other stockholder related services to us.  During the year ended
December 31, 2009, the Company paid Morrow & Co., LLC $48,000, in connection
with proxy solicitation and other stockholder related services provided to the
Company.  In addition, an affiliate of Morrow & Co., LLC, Audit
Committee on Call, provides a confidential hotline service to be used for
reporting violations of the Business Code of Conduct and Ethics
policy.  The Company was billed $600 during 2009 for this
service.





Our Code
of Business Conduct and Ethics, which constitutes our related party transaction
policy, requires that all related party transactions be disclosed in writing to
the Board.  The Board must approve such transactions, and the terms of
such transactions must be the same as the Company would obtain from an
unaffiliated third party.  The Board is aware of and has approved the
Company’s transactions with affiliates of Mr. Morrow as described above in
accordance with the terms of our policy.





24


DIRECTOR
INDEPENDENCE





The Board
has determined that directors Linwood J. Bundy, Janice K. Henry, Gilbert L.
Klemann II, Patrick J. Lynch, Joseph J. Morrow and John H. Sununu are
“independent directors,” as the term is defined under the listing standards of
NASDAQ.  Mr. Evans is not independent, as he is an executive officer
of the Company.  When we use the term “non-management director” in this
filing, we are referring to all the Board members with the exception of Mr.
Evans.







ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES




Total fees for professional services
provided by Deloitte for the years ended December 31, 2009 and 2008 were
$310,479 and $464,472, respectively, for the following services:




Audit
Fees




The aggregate fees for professional
services rendered by Deloitte for the audit of our annual financial statements
and the effectiveness of the Company’s internal control over financial reporting
and for the reviews of the financial statements included in our Quarterly
Reports on Form 10-Q in 2009 and 2008 were $273,289 and $352,758,
respectively.




Tax
Fees




The aggregate fees paid for preparation
of tax returns were $9,693 and $77,805 for 2009 and 2008,
respectively.  In addition, fees of $14,497 were paid during 2009 for
assistance with an IRS examination.




All
Other Fees




The aggregate fees paid for assistance
with the subordinated debt offering was $9,500 during 2009.




The Audit
Committee charter provides for the pre-approval of all audit services and all
non-audit services to be provided by our independent registered public
accountants that are permitted under applicable law and regulation, and all
corresponding fees and terms, by the Audit Committee. Pursuant to procedures
established by the Audit Committee, the Chief Financial Officer and/or Chief
Executive Officer are required to review and recommend for approval such
services to the Audit Committee, subject to the de minimis exception for
non-audit services permitted by SEC rules and regulations.  For fiscal
years 2009 and 2008, none of the fees listed above were covered by the de
minimus exception.




The Audit
Committee has considered whether the provision of non-audit services by Deloitte
for the year ended December 31, 2009 is compatible with maintaining the
principal independent registered public accountant’s independence.




25


PART
IV




ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES




(1)           EXHIBITS




The
Exhibits filed with or incorporated by reference into this report are listed in
the following Index to Exhibits.






EXHIBIT
INDEX




No.                Description




3.1
              Restated
      Certificate of Incorporation of Kinark Corporation, as amended on June 6,
      1996 (incorporated by reference to Exhibit 3.1 of the Company’s
      Pre-Effective Amendment No. 1 to Registration Statement on Form S-3,
      Registration No. 333-4937, filed with the Commission on June 7,
      1996).




3.1.1
              Certificate
      of Amendment of the Restated Certificate of Incorporation, as Amended of
      North American Galvanizing & Coatings, Inc. (incorporated by reference
      to the Company's Form 8-K filed with the Commission on January 27,
      2010).




3.1.2
              Certificate
      of Amendment of Restated Certificate of Incorporation, as amended, of
      North AmericanGalvanizing
      & Coatings, Inc., dated April 2, 2009 (incorporated by reference to
      the Company’s Form 10-K/A filed with the Commission on April 30,
      2009).





3.1.3
                Certificate
      of Amendment of Restated Certificate of Incorporation, as amended, of
      North American Galvanizing & Coatings, Inc., dated January 12, 2010
      (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed
      with the Commission on January 27,
2010).




3.2
              Amended
      and Restated Bylaws of Kinark Corporation (incorporated by reference to
      Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q dated March 31,
      1996).




10.1
              Credit
      Agreement, dated July 17, 2009, between North American Galvanizing &
      Coatings, Inc., a Delaware corporation, and Wells Fargo Bank , N.A., a
      national banking association (incorporated by reference to Exhibit 10.1 to
      the Company’s Quarterly Report on Form 10-Q dated June 30,
      2009).




10.2**
              2004
      Incentive Stock Plan, as amended (incorporated by reference to the
      Company’s Form 8-K filed with the Commission on October 3,
      2006).




10.2.1**
            Form
      of Stock Option Agreement (incorporated by reference to the Company’s Form
      8-K filed with the Commission on March 18,
  2005).




10.2.2**
            Schedule
      A to Stock Option Agreement (incorporated by reference to the Company’s
      Form8-K filed with the Commission on March 18,
  2005).




10.2.3**
              2009
      Incentive Stock Plan, as amended (incorporated by reference to the
      Company’s Form 8-K filed with the Commission on January 22,
      2010).


10.3**
            Director
      Stock Unit Program, as amended (incorporated by reference to the Company’s
      Form8-K
      filed with the Commission on February 17,
2006).





26


10.4**
              Executive
      Employment Agreement dated as of April 1, 2007, between North American
      Galvanizing & Coatings, Inc. and Ronald J. Evans (incorporated by
      reference to Exhibit 10.4 to the Company’s Form 8-K filed with the
      Commission on February 23,
2010).





10.5**
              First
      Amendment to Executive Employment Agreement dated as of February 18, 2010,
      between North American Galvanizing & Coatings, Inc. and Ronald J.
      Evans (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K
      filed with the Commission on February 23,
2010).





10.6* 
      **
              Form
      of Indemnification Agreement between the Company and each of its
      directors.





10.7
              Agreement
      and Plan of Merger, dated as of March 31, 2010, by and among AZZ
      incorporated, Big Kettle Merger Sub, Inc. and North American Galvanizing
      & Coatings, Inc. (incorporated by reference to Exhibit 2.1 to the
      Company’s Form 8-K filed with the Commission on April 5,
      2010).





10.8
              Schedule
      of related parties of the Company subscribed to the subordinated debt
      offering for the amounts listed (incorporated by reference to Exhibit
      10.4.1 to the Company’s Form 10-K for its fiscal year ended December 31,
      2009).





10.9
              Form
      of Subordinated Note (incorporated by reference to Exhibit 10.5.1 to the
      Company’s Form 10-K for its fiscal year ended December 31,
      2009).





10.10
              Form
      of Warrant (incorporated by reference to Exhibit 10.6.1 to the Company’s
      Form 10-K for its fiscal year ended December 31,
  2009).





10.11* 
      **
              "Pay
      to Stay" Program Letter Agreement between the Company and Beth B.
      Pulley.





21
              Subsidiaries
      of the Registrant (incorporated by reference to the Company’s Form 10-K
      filed with the Commission on February 24,
2010).





23
              Consent
      of Independent Registered Public Accounting Firm (incorporated by
      reference to the Company’s Form 10-K filed with the Commission on February
      24, 2010).





31.1*
            Certification
      pursuant to Section 302 of the Sarbanes, Oxley Act of
  2002.




31.2*
            Certification
      pursuant to Section 302 of the Sarbanes, Oxley Act of
  2002.




32
              Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the
      Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32 to the
      Company’s Form 10-K filed with the Commission on February 24,
      2010).





*  Filed
Herewith.




**  Indicates
management contract or compensation plan.





27


SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.






NORTH AMERICAN
      GALVANIZING& COATINGS, INC. (Registrant)Date:
      April 30, 2010
              By:
              /s/ Beth
      B. PulleyBeth
      B. PulleyVice
      President andChief
      Financial Officer





























28