Quanex Building Products Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws.
Amendments to Bylaws
On February 26, 2026, the Board of Directors (the “Board”) of Quanex Building Products Corporation (the “Company”) approved several amendments to the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”). The amendments to the Bylaws were the result of a comprehensive review to modernize the Bylaws consistent with applicable law, including to:
| · | expressly authorize stockholder meetings to be held solely by means of remote communication, as permitted by Section 211(a)(2) of the Delaware General Corporation law (the “DGCL”), specifying that the notice of the adjourned meeting time is not required if the time, place and means of remote communication are announced at the original meeting; |
| · | address the SEC’s universal proxy rules under Rule 14a-19 of the Securities Exchange Act of 1943, as amended (the “Exchange Act”), where stockholders seeking to nominate director candidates must now comply with Rule 14a-19, and if a stockholder provides notice pursuant to Rule 14a-19(b) but subsequently fails to comply with the solicitation requirements or abandons its solicitation efforts, the nominations will be deemed null and void; |
| · | enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors or proposed business, including requiring additional background information and disclosures regarding proposing stockholders, proposed business or nominees, and other persons related to a stockholder’s solicitation of proxies, including ownership interests in derivative equity securities; |
| · | authorize the Company to request information from proposed director nominees to determine whether they satisfy any requirements or qualifications set forth in the Bylaws or applicable stock exchange listing requirements, including with respect to independence standards; |
| · | remove transitory language relating to previously completed declassification of the Board; |
| · | establish “emergency bylaws” in accordance with Section 110 of the DGCL, where, during an emergency condition, the directors in attendance at a board meeting will constitute a quorum, and such directors may take action to appoint additional members to standing or temporary committees as necessary to exercise the authority contemplated by Section 110 of the DGCL; and |
| · | modernize communication methods to authorize the Company to provide notice to directors by video conference, and also expressly reference email and other forms of electronic transmission as defined in Section 232 of the DGCL, including the removal of outdated communication methods. |
The amendments to the Bylaws also incorporate various non-material updates and technical, modernizing, and conforming changes. The foregoing discussion is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws of the Company, which are attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 26, 2026, the Company held its Annual Meeting of Stockholders, pursuant to notice and proxy mailed on or about January 28, 2026, to the Company’s stockholders of record as of January 7, 2026. There were 45,938,400 shares of common stock entitled to vote at the meeting, and a total of 39,532,896 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 2027 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 * | |||||
| Bradley Hughes | 36,929,772 | 1,285,758 | 6,579 | 1,310,787 | 96.64% | |||||
| Mary Lawler | 38,080,066 | 136,040 | 6,003 | 1,310,787 | 99.64% | |||||
| Jason Lippert | 36,909,057 | 1,262,369 | 50,684 | 1,310,787 | 96.69% | |||||
| Donald Maier | 34,559,170 | 3,610,004 | 52,934 | 1,310,787 | 90.54% | |||||
| Manish Shah | 36,933,959 | 1,269,798 | 18,353 | 1,310,787 | 96.68% | |||||
| Amit Singhi | 36,940,567 | 1,263,551 | 17,992 | 1,310,787 | 96.69% | |||||
| William Waltz, Jr. | 36,944,620 | 1,223,669 | 53,820 | 1,310,787 | 96.79% | |||||
| George Wilson | 37,749,921 | 462,805 | 9,384 | 1,310,787 | 98.79% | |||||
| *Excludes Abstentions and Broker Non-Votes | ||||||||||
In addition to the election of directors, stockholders at the Annual Meeting took the following actions:
| · | Provided an advisory “say on pay” vote approving the compensation of the Company’s named executive officers; |
| · | Ratified the Audit Committee’s appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending October 31, 2026; |
The tabulation of votes for the “say on pay” and auditor ratification proposals is set forth below:
| Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes | Percent of Shares Cast in Favor * | |||||
| Advisory Vote to Approve Named Executive Officer Compensation | 37,367,470 | 831,040 | 23,600 | 1,310,787 | 97.82% | |||||
| Ratification of Company’s Independent Auditor | 39,399,858 | 124,387 | 8,651 | - | 99.69% | |||||
| *Excludes Abstentions and Broker Non-Votes | ||||||||||
Item 9.01. Financial Statements and Exhibits.
| 3.1 | Fifth Amended and Restated By laws of the Registrant dated as of February 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| QUANEX BUILDING PRODUCTS CORPORATION | ||
| Date: March 3, 2026 | /s/ Paul B. Cornett | |
| Paul B. Cornett | ||
| Senior Vice President – General Counsel and Secretary |