Current Report Filing (8-k)
March 05 2018 - 4:31PM
Edgar (US Regulatory)
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 1, 2018
(Date of earliest event reported)
QUANEX
BUILDING PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-33913
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26-1561397
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1800 West Loop South, Suite 1500,
Houston, Texas
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77027
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12(b)
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 2.02.
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Results of Operations and Financial Condition.
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On March 5, 2018, Quanex Building
Products Corporation (the Registrant) issued a press release announcing its results of operations and financial condition for the fiscal quarter ended January 31, 2018. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On March 1, 2018, the Company
held its Annual Meeting of Stockholders, pursuant to notice and proxy mailed on January 26, 2018, to the Companys stockholders of record as of January 10, 2018. There were 35,070,482 shares of common stock entitled to vote at the
meeting, and a total of 33,496,593 shares were represented at the meeting in person or by proxy.
At the Annual Meeting, four directors
were elected for terms expiring at the Companys 2019 Annual Meeting, with the following tabulation of votes for each nominee:
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Director Nominee
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Votes For
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Votes
Against
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Abstain
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Broker
Non-Votes
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Percent of
Shares Cast in
Favor *
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Robert R. Buck
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31,675,328
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818,719
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12,285
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990,261
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97.48
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%
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Susan F. Davis
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32,098,854
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396,548
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10,930
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990,261
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98.78
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%
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Joseph D. Rupp
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32,075,924
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416,452
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13,956
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990,261
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98.72
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%
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Curtis M. Stevens
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32,134,613
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359,269
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12,450
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990,261
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98.89
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%
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Excludes Abstentions and Broker
Non-Votes
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In
addition to the election of directors, stockholders at the Annual Meeting took the following actions:
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Provided an advisory say on pay vote approving the Companys executive compensation programs; and
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Ratified the Audit Committees appointment of Grant Thornton LLP as the Companys independent auditor for the fiscal year ending October 31, 2018;
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The tabulation of votes for these proposals is set forth below:
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Proposal
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Votes For
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Votes
Against
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Abstain
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Broker
Non-
Votes
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Percent of
Shares Cast
in Favor *
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Advisory Vote to Approve Executive Compensation
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32,053,722
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364,089
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88,521
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990,261
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98.88
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%
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Ratification of Companys Independent Auditor
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33,444,077
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30,540
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14,993
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6,983
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99.91
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%
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*
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Excludes Abstentions and Broker
Non-Votes
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Item 7.01
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Regulation FD Disclosure.
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On March 5, 2018, the Registrant issued a press release
announcing that the Board had declared a quarterly cash dividend of $0.04 per share of common stock, payable on March 29, 2018, to stockholders of record on March 15, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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QUANEX BUILDING PRODUCTS
CORPORATION
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(Registrant)
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March 5, 2018
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/
S
/ K
EVIN
P. D
ELANEY
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(Date)
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Kevin P. Delaney
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Senior Vice President General Counsel and
Secretary
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