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

NCI BUILDING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-14315		76-0127701
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10943 North Sam Houston Parkway West Houston, Texas		77064
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 897-7788

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 (see General Instruction A.2. below):

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

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

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

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

 

 

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

     NCI Building Systems, Inc. (“NCI” or the “Company”) held its Annual Meeting of Stockholders on Friday February 18, 2011 (the “Annual Meeting”). The number of shares present in person and/or by proxy at such meeting was 61,438,800, representing 96% of the 64,001,520 shares of capital stock issued and outstanding on January 11, 2011, which was the record date for the determination of the stockholders entitled to vote at the meeting. At the Annual Meeting, the stockholders of the Company (i) elected Norman C. Chambers, Kathleen J. Affeldt, and Nathan K. Sleeper as Class III directors to serve until the annual meeting of stockholders to be held in 2014, (ii) provided advisory approval of the Company’s compensation philosophy and the compensation of the Company’s named executive officers as disclosed in the proxy statement, (iii) approved on an advisory basis the three-year option for the frequency of the stockholders’ advisory vote to approve the compensation of the Company’s named executive officers, and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 30, 2011.

     Of the 61,467,056 shares of capital stock of the Company present at the Annual Meeting, in person or by proxy, the following table shows the votes cast for and withheld from each of the nominees for director:

						Votes Cast				Votes Withheld
Nominee						For Nominee				From Nominee				Non Votes
Class III:
Norman C. Chambers		Common					8,913,890				4,614,556				3,864,542
		Preferred					44,045,811				0				0
		Total					52,959,701				4,614,556				3,864,542
Kathleen J. Affeldt		Common					9,472,814				4,055,632				3,864,542
		Preferred					44,045,811				0				0
		Total					53,518,625				4,055,632				3,864,542
Nathan K. Sleeper		Common					4,920,745				8,607,701				3,864,542
		Preferred					44,045,811				0				0
		Total					48,966,556				8,607,701				3,864,542

     In addition to Mr. Chambers, Ms. Affeldt, and Mr. Sleeper, each of the following persons has a term of office as a director of the Company that continues after the Annual Meeting: James G. Berges, Gary Forbes, John J. Holland, Lawrence J. Kremer, George Martinez, and Jonathan Zrebiec.

     The stockholders of the Company approved, on an advisory basis, the compensation philosophy and the compensation of the Company’s named executive officers as disclosed in the proxy statement, by the following vote:

Class		For				Against				Abstain				Non-Votes
Common			2,944,508				9,998,497				585,441				3,864,542
Preferred			44,045,811				0				0				0
Total			46,990,319				9,998,497				585,441				3,864,542

     The stockholders of the Company approved, on an advisory basis, the three-year option for how frequently stockholders’ advisory votes to approve executive compensation of the Company’s named executive officers shall take place by the following vote:

Class		Three-Year Option				Two-Year Option				One-Year Option				Abstain				Non-Votes
Common			3,545,321				121,179				9,275,857				586,088				3,864,542
Preferred			44,045,811				0				0				0				0
Total			47,591,132				121,179				9,275,857				586,088				3,864,542

     The stockholders of the Company ratified appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2011 by the following vote:

Class		For				Against				Abstain				Non-Votes
Common			16,161,840				666,134				565,014				0
Preferred			44,045,811				0				0				0
Total			60,207,651				666,134				565,014				0

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

February 25, 2011