UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

March 22, 2019

(Date of earliest event reported)

 

 

QUANEX BUILDING PRODUCTS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-33913		26-1561397
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1800 West Loop South, Suite 1500, Houston, Texas				77027
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: 713-961-4600

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

On March 22, 2019, the Company held its Annual Meeting of Stockholders, pursuant to notice and proxy mailed on or about February 27, 2019, to the Company’s stockholders of record as of January 30, 2019. There were 33,296,829 shares of common stock entitled to vote at the meeting, and a total of 30,928,986 shares were represented at the meeting in person or by proxy.

At the Annual Meeting, six directors were elected for terms expiring at the Company’s 2020 Annual Meeting, with the following tabulation of votes for each nominee:

 

Director Nominee		Votes For				Votes Against				Abstain				Broker Non-Votes				Percent of Shares Cast in Favor *
Robert R. Buck			29,105,055				699,139				14,542				1,110,250				97.65	%
Susan F. Davis			29,274,283				530,304				14,149				1,110,250				98.22	%
William C. Griffiths			28,892,785				910,935				15,016				1,110,250				96.94	%
Donald R. Maier			29,532,575				270,205				15,956				1,110,250				99.09	%
Joseph D. Rupp			29,281,570				522,148				15,018				1,110,250				98.25	%
Curtis M. Stevens			29,410,083				393,634				15,019				1,110,250				98.68	%

 

*	Excludes Abstentions and Broker Non-Votes

In addition to the election of directors, stockholders at the Annual Meeting took the following actions:

 

•

Provided an advisory “say on pay” vote approving the Company’s executive compensation programs; and

 

•

Ratified the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending October 31, 2019;

The tabulation of votes for these proposals is set forth below:

 

Proposal		Votes For				Votes Against				Abstain				Broker Non-Votes				Percent of Shares Cast in Favor *
Advisory Vote to Approve Executive Compensation			29,487,407				317,504				13,824				1,110,250				98.93	%
Ratification of Company’s Independent Auditor			30,881,702				35,981				11,303				—				99.88	%

 

*	Excludes Abstentions and Broker Non-Votes

SIGNATURE

Pursuant to the requirements of Section 12 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 hereunto duly authorized.

 

				QUANEX BUILDING PRODUCTS CORPORATION (Registrant)
(Date) March 22, 2019				/s/ Kevin P. Delaney
				Kevin P. Delaney
				Senior Vice President – General Counsel and Secretary