SEC Filing - Quanex Building Products Corporation

View:

Download DOC

Download PDF

Download XLS

Download XBRL

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2021

Quanex Building Products Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-33913		26-1561397
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1800 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

(Former name or former address, if changed since last report.)

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 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NX	New York Stock Exchange

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. ¨

Explanatory Note

This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed on November 2, 2021 (the “Original Filing”) by Quanex Building Products Corporation (the “Company”). The Original Filing reported the appointment of Jason D. Lippert to the Company’s Board of Directors (the “Board”). At the time of the Original Filing, the Board had not made any determinations regarding committee assignments for Mr. Lippert. The Company hereby amends the Original Filing to include information on the committee assignments of Mr. Lippert in Item 5.02 below. Other than providing the additional information in Item 5.02 below, no other disclosure in the Original Filing is amended by this Form 8-K/A.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 10, 2021, the Board appointed director Jason D. Lippert to its Compensation and Management Development Committee and its Nominating and Corporate Governance Committee. Following these appointments and effective as of December 10, 2021, the committees of the Board are comprised as follows:

Audit Committee: Curtis Stevens (Chair), Meredith Mendes, and Bill Waltz.

Compensation and Management Development Committee: Susan Davis (Chair), Jason Lippert, Don Maier, and Joseph Rupp.

Nominating and Corporate Governance Committee: Joseph Rupp (Chair), Susan Davis, Jason Lippert, Don Maier, Meredith Mendes, Curtis Stevens, and Bill Waltz.

SIGNATURE

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 thereunto duly authorized.

	QUANEX BUILDING PRODUCTS CORPORATION

Date: December 14, 2021	By:	/s/ Paul B. Cornett
		Paul B. Cornett
		Senior Vice President — General Counsel and Secretary