Quanex Building Products Files Definitive Proxy Statement
Ticker: NX · Form: DEF 14A · Filed: Jan 28, 2025 · CIK: 1423221
Sentiment: neutral
Topics: proxy-statement, governance, shareholder-meeting
TL;DR
Quanex Building Products filed its proxy statement. Shareholders vote on exec pay, directors, etc. Jan 28, 2025.
AI Summary
Quanex Building Products Corp. filed its definitive proxy statement on January 28, 2025, for its annual meeting of shareholders. The filing, designated as DEF 14A, outlines the company's governance and proposals to be voted on by shareholders. Key details regarding executive compensation, director nominations, and other corporate matters are expected to be detailed within the full document.
Why It Matters
This filing is crucial for shareholders as it details the company's governance, executive compensation, and proposals requiring shareholder approval, impacting their investment decisions.
Risk Assessment
Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information to shareholders and does not inherently indicate new risks.
Key Players & Entities
- Quanex Building Products Corp. (company) — Registrant
- 0001104659-25-006696 (filing_id) — Accession Number
- 20250128 (date) — Filing Date
- 20250227 (date) — Conformed Period of Report
FAQ
What is the purpose of a DEF 14A filing?
A DEF 14A filing, or Definitive Proxy Statement, is used by companies to solicit proxy votes from shareholders for their annual or special meetings, detailing matters to be voted upon such as director elections and executive compensation.
When was this specific DEF 14A filing made by Quanex Building Products Corp.?
Quanex Building Products Corp. filed this DEF 14A on January 28, 2025.
What is the Conformed Period of Report for this filing?
The Conformed Period of Report for this filing is February 27, 2025.
What is the company's Central Index Key (CIK)?
The Central Index Key (CIK) for Quanex Building Products Corp. is 0001423221.
Where is Quanex Building Products Corp. incorporated?
Quanex Building Products Corp. is incorporated in Delaware (DE).
Filing Stats: 4,666 words · 19 min read · ~16 pages · Grade level 11.3 · Accepted 2025-01-28 16:10:41
Key Financial Figures
- $100 million — , LCI has grown its annual revenue from $100 million to $3.8 billion and now employs more th
- $3.8 billion — its annual revenue from $100 million to $3.8 billion and now employs more than 15,000 team m
Filing Documents
- tm2430000-d4_def14a.htm (DEF 14A) — 1749KB
- bc_ceorealizable-bw.jpg (GRAPHIC) — 38KB
- bc_peovsnetassets-bw.jpg (GRAPHIC) — 45KB
- bc_peovsnetincome-bw.jpg (GRAPHIC) — 50KB
- bc_strongtopline-bw.jpg (GRAPHIC) — 112KB
- bc_tsr-bw.jpg (GRAPHIC) — 55KB
- ic_cross-4c.jpg (GRAPHIC) — 2KB
- ic_flag-bw.jpg (GRAPHIC) — 2KB
- ic_tick-4c.jpg (GRAPHIC) — 2KB
- ic_tickmark-bw.jpg (GRAPHIC) — 2KB
- lg_quanex-pn.jpg (GRAPHIC) — 23KB
- pc_fiscalyear2024-bw.jpg (GRAPHIC) — 22KB
- px_quanexproxy1pg01-bw.jpg (GRAPHIC) — 173KB
- px_quanexproxy1pg02-bw.jpg (GRAPHIC) — 347KB
- sg_georgewilson-bw.jpg (GRAPHIC) — 7KB
- sg_paulcornett-bw.jpg (GRAPHIC) — 4KB
- 0001104659-25-006696.txt ( ) — 4835KB
- nx-20250129.xsd (EX-101.SCH) — 12KB
- nx-20250129_def.xml (EX-101.DEF) — 8KB
- nx-20250129_lab.xml (EX-101.LAB) — 44KB
- nx-20250129_pre.xml (EX-101.PRE) — 7KB
- tm2430000-d4_def14a_htm.xml (XML) — 168KB
From the Filing
tm2430000-3_nonfiling - none - 10.6406853s 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 28, 2025 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 Thursday, February 27, 2025, 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 eight 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 2025 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, George Wilson 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 5 Proposal No. 1: Election of Directors 5 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 Transformational Acquisition and Consistently Solid Operational Performance in an Uncertain Macroeconomic Environment 19 Executing our Strategy and Effects on Compensation 20 Alignment of our Pay and Performance 20 Compensation Best Practices 22 Compensation Objectives 23 Competitive Positioning 24 Program Description 24 Fiscal Year 2024 Long Term Incentive Program Design 28 Processes and Procedures for Determining Executive Compensation in Fiscal 2024 31 Other Compensation Items 33 Potential Payments upon Termination or Change in Control 35 Post-Employment Compensation Table 37 CEO Pay Ratio 39 Summary Compensation Table 40 Pay Versus Performance 42 Grants of Plan-Based Awards 46 Outstanding Equity Awards 47 Option Exercises and Stock Vested in Fiscal 2024 48 Pension Benefits 49 Stock Purchase Plans 50 Nonqualified Deferred Compensation Plan 52 Common Stock Ownership 55 Delinquent Section 16(a) Reports 55 Corporate Governance 56 Corporate Governance Guidelines 56 Communications with the Company 62 Structure and Committees of the Board of Directors 64 Audit Committee 64 Compensation & Management Development Committee 66 Nominating & Corporate Governance Committee 67 Executive Committee 69 Risk Oversight 69 i TABLE OF CONTENTS Further Information 71 Principal Stockholders 71 Other Matters, Stockholder Nominations, and Stockholder Proposals 71 Proxy Statement and Annual Report Delivery 73 Cautionary Statement Regarding Forward-Looking Statements 73 Annex A–Non-GAAP Financial Measure Reconciliation A-1 ii TABLE OF CONTENTS NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held February 27, 2025 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 Thursday, February 27, 2025 at 8:00 a.m., C.S.T., for the following purposes: (1) To elect eight directors to serve until the Annual Meeting of Stockholders in 2026; (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