Current Report Filing (8-k)
September 30 2019 - 4:16PM
Edgar (US Regulatory)
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2019-09-29
2019-09-30
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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
September 30, 2019
(Date of earliest
event reported)
QUANEX BUILDING PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
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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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:
¨
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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NX
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New York Stock Exchange
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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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2019,
the Board of Directors (the “Board”) of Quanex Building Products Corporation (the “Company”), acting
upon the recommendation of its Nominating and Corporate Governance Committee, appointed Meredith W. Mendes, age 60, to the Board,
effective October 1, 2019. Ms. Mendes was appointed to a term ending at the Company’s next annual meeting of shareholders,
to be held in 2020.
Ms. Mendes has been
the Executive Director and Chief Operating Officer of Jenner & Block, a law firm of international reach, since 2005, and
since 2015 has been the Compliance Officer for Finance and Administration of Jenner & Block London. From 1999 to 2005, Ms.
Mendes was the Executive Vice President, Worldwide Chief Financial Officer, of Daniel J. Edelman, Inc., a global communications
marketing firm. Prior to 1999, Ms. Mendes served as Chief Financial Officer of Hartford Computer Group and Medline Industries,
and was also an investment banker at First Chicago Capital Markets. She began her career as a practicing lawyer in corporate and
municipal finance at Mintz, Levin, Cohen, Ferris, Glovsky and Popeo in Boston, Massachusetts. Ms. Mendes is a licensed CPA and
holds an MBA with a finance concentration from the University of Chicago Graduate (currently Booth) School of Business, a JD from
Harvard Law School, and an AB (Magna Cum Laude) from Brown University. Ms. Mendes also serves as an independent director and member
of the Audit Committees of Kronos Worldwide, Inc. (NYSE: KRO) and NL Industries (NYSE: NL). In addition, Ms. Mendes is a Vice Chair
of the Chicago Academy of Sciences and its Peggy Notebaert Nature Museum.
There is no arrangement
or understanding between Ms. Mendes and any other person pursuant to which Ms. Mendes was selected as a director. Since November
1, 2017, Ms. Mendes has had no direct or indirect interest in any transaction or series of similar transactions contemplated by
the language of Item 404(a) of Regulation S-K.
In conjunction with
her appointment as a director, the Board has appointed Ms. Mendes to the Board’s Audit Committee and Nominating & Corporate
Governance Committee. Ms. Mendes will be compensated for her service as a director and committee member pursuant to the Company’s
standard director compensation practices, as set forth in the Company’s Corporate Governance Guidelines and more fully discussed
in the Company’s Proxy Statement for its 2019 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission
on February 27, 2019 (the “2019 Proxy”). Pursuant to this standard compensation practice and as more fully described
in the 2019 Proxy, Ms. Mendes is receiving an annual grant of Restricted Stock Units on October 1, 2019, pro-rated to reflect Ms.
Mendes’ length of service during the fiscal year.
The foregoing is qualified
by reference to the Press Release announcing Ms. Mendes’ appointment as director, which is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Financial Statements of businesses acquired.
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Not applicable
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(b)
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Pro forma financial information.
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Not applicable.
SIGNATURE
Pursuant to the requirements
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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September 30, 2019
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/s/
Kevin P. Delaney
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(Date)
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Kevin P. Delaney
Senior Vice President – General Counsel and Secretary
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