Quanex Building Products Corp. Announces Annual Meeting of Stockholders

TL;DR

<b>Quanex Building Products Corp. invites stockholders to its Annual Meeting on February 27, 2024, to vote on director elections, executive compensation, and auditor ratification.</b>

AI Summary

Quanex Building Products CORP (NX) filed a Proxy Statement (DEF 14A) with the SEC on January 25, 2024. Annual Meeting of Stockholders to be held on February 27, 2024, at 8 a.m. CST at Hotel Zaza, Houston, Texas. Stockholders will vote on the election of seven directors. Stockholders will vote on an advisory vote approving named executive officer compensation. Stockholders will vote on a resolution ratifying the appointment of the independent auditor for fiscal year 2024. The Board of Directors recommends voting in favor of all proposals.

Why It Matters

For investors and stakeholders tracking Quanex Building Products CORP, this filing contains several important signals. The meeting is a key governance event where shareholders exercise their voting rights on critical company matters. Shareholder approval of executive compensation and auditor ratification are standard but important procedural votes for corporate oversight.

Risk Assessment

Risk Level: low — Quanex Building Products CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial or operational information that would indicate significant risk.

Analyst Insight

Stockholders should review the proxy materials to make informed voting decisions on director elections and executive compensation.

Key Numbers

• 7 — Directors (Number of directors to be elected at the Annual Meeting.)
• 2024 — Fiscal Year (Fiscal year for which the independent auditor is being ratified.)
• February 27, 2024 — Annual Meeting Date (Date of the Annual Meeting of Stockholders.)
• 8:00 a.m. CST — Meeting Time (Time of the Annual Meeting of Stockholders.)

Key Players & Entities

• Quanex Building Products CORP (company) — Registrant
• William C. Griffiths (person) — Chairman of the Board
• Hotel Zaza (company) — Location of Annual Meeting

Forward-Looking Statements

• The seven director nominees will be elected at the Annual Meeting. (Quanex Building Products Corporation) — high confidence, target: 2024-02-27
• The advisory vote on named executive officer compensation will pass. (Quanex Building Products Corporation) — high confidence, target: 2024-02-27
• The appointment of the independent auditor for the 2024 fiscal year will be ratified. (Quanex Building Products Corporation) — high confidence, target: 2024-02-27

FAQ

Industry Context

Quanex Building Products Corporation operates in the building products industry, manufacturing components for the building sector.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the advisory vote on executive compensation and the rationale behind it.
3. Confirm the ratification of the independent auditor for fiscal year 2024.

Key Dates

• 2024-02-27: Annual Meeting of Stockholders — Shareholders will vote on key corporate matters including director elections and executive compensation.
• 2024-01-25: Filing Date — Date the Definitive Proxy Statement was filed with the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing for the upcoming annual meeting, providing information typically found in such documents, rather than a report on recent financial performance.

Key Financial Figures

• $100 million — , LCI has grown its annual revenue from $100 million to $5 billion and now employs more than
• $5 billion — its annual revenue from $100 million to $5 billion and now employs more than 15,000 team m

Filing Documents

• tm2332729d4_def14a.htm (DEF 14A) — 1928KB
• lg_quanex-pn.jpg (GRAPHIC) — 23KB
• sg_williamcgriffiths-bw.jpg (GRAPHIC) — 6KB
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• ic_supported-bw.jpg (GRAPHIC) — 5KB
• bc_strongtopline-bw.jpg (GRAPHIC) — 113KB
• bc_ceorealizable-bw.jpg (GRAPHIC) — 38KB
• ic_tickmark-bw.gif (GRAPHIC) — 1KB
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• ic_tickmark-bw.jpg (GRAPHIC) — 2KB
• ic_tickwhatwedont-bw.jpg (GRAPHIC) — 2KB
• pc_fiscalyear2022-bw.jpg (GRAPHIC) — 22KB
• bc_tsr-pn.jpg (GRAPHIC) — 48KB
• bc_netincome-pn.jpg (GRAPHIC) — 48KB
• bc_netassets-pn.jpg (GRAPHIC) — 42KB
• lc_quanex-pn.jpg (GRAPHIC) — 37KB
• ic_flag-bw.jpg (GRAPHIC) — 2KB
• ic_flag-bw.gif (GRAPHIC) — 2KB
• px_24quanexproxy1pg01-bw.jpg (GRAPHIC) — 159KB
• px_24quanexproxy1pg02-bw.jpg (GRAPHIC) — 321KB
• 0001104659-24-006665.txt (&nbsp;) — 5128KB
• nx-20231031.xsd (EX-101.SCH) — 10KB
• nx-20231031_def.xml (EX-101.DEF) — 7KB
• nx-20231031_lab.xml (EX-101.LAB) — 36KB
• nx-20231031_pre.xml (EX-101.PRE) — 6KB
• tm2332729d4_def14a_htm.xml (XML) — 260KB

From the Filing

tm2332729-3_nonfiling - none - 12.5625518s TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Quanex Building Products Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. TABLE OF CONTENTS QUANEX BUILDING PRODUCTS CORPORATION January 25, 2024 945 Bunker Hill Suite 900 Houston, Texas 77024 (713) 961-4600 Dear Fellow Stockholder: You are cordially invited to attend the Company's Annual Meeting of Stockholders to be held at 8 a.m., C.S.T., on Tuesday, February 27, 2024, at Hotel Zaza located at 9787 Katy Freeway, Houston, Texas 77024. This year you will be asked to vote in favor of the election of seven directors, in favor of an advisory vote approving the Company's named executive officer compensation, and in favor of a resolution ratifying the Company's appointment of its independent auditor for the 2024 fiscal year. These proposals are more fully explained in the attached Proxy Statement, which you are encouraged to read. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH PROPOSAL OUTLINED IN THE ATTACHED PROXY. THE BOARD FURTHER URGES YOU TO VOTE AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. Thank you for your continued support. Sincerely, William C. Griffiths Chairman of the Board YOUR VOTE IS IMPORTANT TABLE OF CONTENTS TABLE OF CONTENTS Notice of Annual Meeting of Stockholders 1 Proxy Statement 2 Matters to Come Before the Meeting 6 Proposal No. 1: Election of Directors 6 Proposal No. 2: Advisory Vote Approving Named Executive Officer Compensation 11 Proposal No. 3: Ratification of Appointment of Independent Audit Firm 12 Executive Officers 13 Director and Officer Compensation 15 Director Compensation 15 Compensation Discussion and Analysis 19 Introduction 19 Strong Performance Continued in Fiscal 2023 Despite Challenging Macroeconomic Headwinds 19 Alignment of our Pay and Performance 20 Responding to our Strategy and Shareholders 22 Compensation Best Practices 22 Compensation Objectives 23 Competitive Positioning 24 Program Description 25 Fiscal Year 2023 Long Term Incentive Program Design 28 Processes and Procedures for Determining Executive Compensation in Fiscal 2023 31 Other Compensation Items 34 Potential Payments upon Termination or Change in Control 36 Post-Employment Compensation Table 39 CEO Pay Ratio 40 Summary Compensation Table 41 Pay Versus Performance 43 Grants of Plan-Based Awards 48 Outstanding Equity Awards 49 Option Exercises and Stock Vested in Fiscal 2023 50 Pension Benefits 51 Stock Purchase Plans 52 Nonqualified Deferred Compensation Plan 54 Common Stock Ownership 57 Delinquent Section 16(a) Reports 57 Corporate Governance 58 Corporate Governance Guidelines 58 Communications with the Company 64 Structure and Committees of the Board of Directors 66 Audit Committee 67 Compensation & Management Development Committee 68 Nominating & Corporate Governance Committee 69 Executive Committee 71 Risk Oversight 71 Further Information 73 Principal Stockholders 73 Other Matters, Stockholder Nominations, and Stockholder Proposals 73 Proxy Statement and Annual Report Delivery 75 Annex A–Non-GAAP Financial Measure Reconciliation A-1 i TABLE OF CONTENTS NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held February 27, 2024 NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Quanex Building Products Corporation, a Delaware corporation (the "Company" or "Quanex"), will be held at Hotel Zaza located at 9787 Katy Freeway, Houston, Texas 77024, on Tuesday, February 27, 2024, at 8:00 a.m., C.S.T., for the following purposes: (1) To elect seven directors to serve until the Annual Meeting of Stockholders in 2025; (2) To approve an advisory resolution approving the compensation of the Company's named executive officers; (3) To approve a resolution ratifying the appointment of the Company's independent auditor for fiscal 2024; and (4) To transact such other business as may properly come before the meeting or any adjournment o

View Full Filing

View this DEF 14A filing on SEC EDGAR