UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders
On February 25, 2021, the Company held its Annual Meeting of Stockholders, pursuant to notice and proxy mailed on or about January 27, 2021, to the Company’s stockholders of record as of January 6, 2021. There were 33,298,222 shares of common stock entitled to vote at the meeting, and a total of 31,474,212.132 shares were represented at the meeting in person or by proxy.
At the Annual Meeting, eight directors were elected for terms expiring at the Company’s 2022 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 * | |||||||||||||||
Susan F. Davis | 29,101,848.207 | 1,461,767.055 | 9,090.870 | 901,506 | 95.22 | % | ||||||||||||||
William C. Griffiths | 29,517,776.676 | 1,045,260.234 | 9,669.222 | 901,506 | 96.58 | % | ||||||||||||||
Donald R. Maier | 29,767,082.644 | 794,257.232 | 11,366.256 | 901,506 | 97.40 | % | ||||||||||||||
Meredith W. Mendes | 29,822,640.724 | 739,907.538 | 10,157.870 | 901,506 | 97.58 | % | ||||||||||||||
Joseph D. Rupp | 27,967,486.757 | 2,595,091.119 | 10,128.256 | 901,506 | 91.51 | % | ||||||||||||||
Curtis M. Stevens | 29,324,027.214 | 1,238,556.903 | 10,122.015 | 901,506 | 95.95 | % | ||||||||||||||
William E. Waltz, Jr. | 30,216,536.793 | 345,725.083 | 10,444.256 | 901,506 | 98.87 | % | ||||||||||||||
George L. Wilson | 29,662,347.860 | 900,267.257 | 10,091.015 | 901,506 | 97.05 | % |
*Excludes Abstentions and Broker Non-Votes |
In addition to the election of directors, stockholders at the Annual Meeting voted on and approved 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, 2021; |
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 | 29,788,249.791 | 548,525.554 | 235,930.787 | 901,506 | 98.19 | % | ||||||||||||||
Ratification of Company’s Independent Auditor | 31,222,947.025 | 95,774.832 | 155,490.275 | 0 | 99.69 | % |
*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) |
March 2, 2021 | /s/ Paul B. Cornett |
(Date) | Paul B. Cornett Senior Vice President – General Counsel and Secretary |