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
February 23, 2012
(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.) |
| 1900 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
On February 23, 2012, Quanex Building Products Corporation (the “Company”) held its 2012 Annual Stockholder Meeting (the “Annual Meeting”), pursuant to notice and proxy mailed on January 23, 2012, to the Company’s stockholders of record as of January 6, 2012. There were 36,755,713 shares of common stock entitled to vote at the meeting, and a total of 35,156,995 shares were represented at the meeting in person or by proxy.
At the Annual Meeting, two directors were elected, with the following tabulation of votes for each nominee:
| Director Nominee |
Votes For | Votes Withheld | Broker Non-Votes | Percent of Shares Cast in Favor (%)* |
||||||||||||
| David D. Petratis |
32,646,403 | 1,016,735 | 1,493,857 | 96.98 | ||||||||||||
| Robert R. Buck |
33,607,124 | 56,014 | 1,493,857 | 99.83 | ||||||||||||
| * | Excludes Broker Non-Votes |
In addition to the election of directors, stockholders at the Annual Meeting took the following actions:
| • | Provided a non-binding advisory “say on pay” vote approving the Company’s executive compensation programs; and |
| • | Ratified the Audit Committee’s appointment of Deloitte and Touche LLP as the Company’s independent auditor. |
The vote tabulation for each of these items 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 |
32,712,657 | 897,215 | 53,265 | 1,493,857 | 97.18 | |||||||||||||||
| Ratification of Company’s Independent Auditor |
34,771,618 | 358,401 | 26,976 | — | 98.90 | |||||||||||||||
| * | Excludes Broker Non-Votes |
Item 8.01 Other Events.
On February 23, 2012, the Company issued the press release furnished herewith as Exhibit 99.1, announcing the Company’s declaration of a $0.04 cash dividend payable on March 30, 2012 to shareholders of record on March 15, 2012.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated February 23, 2012 | |
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) | ||||
| February 24, 2012 (Date) |
/s/ KEVIN P. DELANEY Kevin P. Delaney Senior Vice President – General Counsel and Secretary | |||
Exhibit Index
| 99.1 | Press Release dated February 23, 2012 | |
Exhibit 99.1
Quanex Building Products Corporation
Declares Quarterly Dividend
HOUSTON, February 23, 2012 – Quanex Building Products Corporation (NYSE:NX) a leading manufacturer of engineered materials, components and systems serving domestic and international window and door OEMs through its Engineered Products and Aluminum Sheet Products groups, today announced that its Board of Directors declared a quarterly cash dividend of $0.04 per share on the company’s common stock, payable March 30, 2012, to shareholders of record on March 15, 2012.
Statements that use the words “estimated,” “expect,” “could,” “should,” “believe,” “will,” “might,” or similar words reflecting future expectations or beliefs are forward-looking statements. The forward-looking statements include, but are not limited to, references to synergies derived from the acquisition of Edgetech, future operating results and financial condition of Quanex and future uses of cash. The statements in this release are based on current expectations. Actual results or events may differ materially from this release. Factors that could impact future results may include, without limitation, the effect of both domestic and global economic conditions, the impact of competitive products and pricing, the availability and cost of raw materials, and customer demand. For a more complete discussion of factors that may affect the company’s future performance, please refer to the company’s 10-K filing on December 20, 2010, under the Securities Exchange Act of 1934, in particular the section titled, “Private Securities Litigation Reform Act” contained therein.
Financial Contact: Jeff Galow, 713-877-5327; Media Contact: Valerie Calvert, 713-877-5305
For additional information, please visit www.quanex.com
