Quanex Building Products Files 8-K
Ticker: NX · Form: 8-K · Filed: Jul 12, 2024 · CIK: 1423221
| Field | Detail |
|---|---|
| Company | Quanex Building Products CORP (NX) |
| Form Type | 8-K |
| Filed Date | Jul 12, 2024 |
| Risk Level | low |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, financials
TL;DR
Quanex filed an 8-K for votes and financials - check for updates.
AI Summary
Quanex Building Products Corporation filed an 8-K on July 12, 2024, reporting on matters submitted to a vote of security holders, other events, and financial statements and exhibits. The filing does not detail specific votes or financial results but serves as a notification of these items.
Why It Matters
This filing indicates that Quanex Building Products Corporation has submitted matters for a vote and is providing updated financial information, which is crucial for investors to stay informed about corporate governance and financial health.
Risk Assessment
Risk Level: low — The filing is a standard procedural 8-K and does not contain information that inherently increases risk.
Key Players & Entities
- Quanex Building Products Corporation (company) — Registrant
- July 12, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 713-961-4600 (phone_number) — Registrant's telephone number
- 945 Bunker Hill Road, Suite 900 Houston, Texas 77024 (address) — Address of principal executive office
FAQ
What specific matters were submitted to a vote of security holders?
The filing indicates that matters were submitted to a vote of security holders, but the specific details of these matters are not provided in the provided text.
What are the key financial statements and exhibits being filed?
The filing states that Financial Statements and Exhibits are being filed, but the specific content of these documents is not detailed in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on July 12, 2024.
What is the principal executive office address for Quanex Building Products Corporation?
The principal executive office address is 945 Bunker Hill Road, Suite 900, Houston, Texas 77024.
What is the IRS Employer Identification Number for Quanex Building Products Corporation?
The IRS Employer Identification Number for Quanex Building Products Corporation is 26-1561397.
Filing Stats: 1,790 words · 7 min read · ~6 pages · Grade level 15.1 · Accepted 2024-07-12 16:06:00
Key Financial Figures
- $0.01 — ch registered Common Stock, par value $0.01 per share NX New York Stock Exchang
Filing Documents
- tm2419354d1_8k.htm (8-K) — 44KB
- tm2419354d1_ex99-1.htm (EX-99.1) — 21KB
- tm2419354d1_ex99-1img001.jpg (GRAPHIC) — 21KB
- tm2419354d1_ex99-1img002.jpg (GRAPHIC) — 5KB
- 0001104659-24-079536.txt ( ) — 280KB
- nx-20240712.xsd (EX-101.SCH) — 3KB
- nx-20240712_lab.xml (EX-101.LAB) — 33KB
- nx-20240712_pre.xml (EX-101.PRE) — 22KB
- tm2419354d1_8k_htm.xml (XML) — 4KB
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders A special meeting of stockholders of Quanex Building Products Corporation, a Delaware corporation ("Quanex" or the "Company"), was held on July 12, 2024 (the "Special Meeting") at 8:30 a.m. (Central Time) at Hotel Zaza located at 9787 Katy Freeway, Houston, Texas 77024. There were 33,112,593 outstanding shares of common stock of the Company entitled to vote at the Special Meeting, of which 30,057,299 were present or represented by proxy. A summary of the voting results for the following proposals, each of which is described in detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission (the "SEC") on June 6, 2024 (the "Proxy Statement"), is set forth below: Proposal 1 – Share Issuance Proposal The Company's stockholders approved the issuance of new shares of common stock, par value of $0.01 per share, of the Company to shareholders of Tyman plc, a company incorporated in England and Wales ("Tyman"), in connection with the previously announced proposed acquisition by the Company of the entire issued and to be issued ordinary share capital of Tyman (the "Transaction") (such proposal, the "Share Issuance Proposal"). The votes on this proposal are set forth in the table below: Votes For Votes Against Abstentions Broker Non-Votes 30,029,659 18,396 9,244 0 Proposal 2 – Adjournment Proposal The Company's stockholders voted on a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there were insufficient votes at the time of such adjournment to approve the Share Issuance Proposal (such proposal, the "Adjournment Proposal"). The votes on this proposal are set forth in the table below: Votes For Votes Against Abstentions Broker Non-Votes 27,873,926 2,172,467 10,906 0 Because there were sufficient votes at the time of the Special Meeting to approv
01. Other Events
Item 8.01. Other Events On July 12, 2024, the Company issued a press release announcing the results of the stockholder vote on the Share Issuance Proposal at the Special Meeting. The full text of the press release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.
Forward Looking Statements
Forward Looking Statements This Current Report on Form 8-K contains certain "forward-looking statements". These statements are based on the current expectations of the management of Quanex and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements include statements relating to the expected effects of the Transaction. Forward-looking statements include statements typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets", "estimates" and words of similar import and including statements relating to future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects and business and management strategies and the expansion and growth of the operations of Quanex following completion of the Transaction. Although Quanex believes that the expectations reflected in such forward-looking statements are reasonable, Quanex can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: the possibility that the Transaction will not be completed on a timely basis or at all, whether due to the failure to satisfy the conditions of the Transaction (including approvals or clearances from regulatory and other agencies and bodies) or otherwise, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganization activities, interest rate and currency fluctuations, the inability of the combined company to re
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit No. Exhibit Title or Description 99.1 Press Release, dated July 12, 2024 104 The cover page of this Current Report on Form 8-K (embedded within the Inline XBRL document).
SIGNATURES
SIGNATURES 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: July 12, 2024 By: /s/ Scott Zuehlke Name: Scott Zuehlke Title: SVP, CFO and Treasurer