Trex Co Inc Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>Trex Co Inc has filed its Definitive Proxy Statement (DEF 14A) for the period ending May 7, 2024.</b>

AI Summary

TREX CO INC (TREX) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. Trex Co Inc filed a Definitive Proxy Statement (DEF 14A) on March 25, 2024. The filing covers the period ending May 7, 2024. The company's fiscal year ends on December 31. Trex Co Inc is incorporated in Delaware. The company's principal executive offices are located at 2500 Trex Way, Winchester, VA 22601.

Why It Matters

For investors and stakeholders tracking TREX CO INC, this filing contains several important signals. This filing is a standard regulatory requirement for publicly traded companies, providing shareholders with information regarding annual meetings, executive compensation, and voting matters. Shareholders should review this document to understand key proposals, director nominations, and executive compensation plans before the annual meeting.

Risk Assessment

Risk Level: low — TREX CO INC shows low risk based on this filing. The filing is a routine DEF 14A, indicating no immediate material changes or urgent disclosures beyond standard corporate governance information.

Analyst Insight

Review the proxy statement for details on executive compensation, director elections, and any shareholder proposals to inform voting decisions.

Key Numbers

• 2024-03-25 — Filing Date (DEF 14A)
• 2024-05-07 — Period of Report (DEF 14A)
• 1231 — Fiscal Year End (Company Data)
• 001-14649 — SEC File Number (Filing Values)

Key Players & Entities

• TREX CO INC (company) — Filer
• DEF 14A (document) — Filing type
• 2024-03-25T00:00:00.000Z (date) — Filing date
• 2024-05-07 (date) — Period of report
• 0001069878 (company) — Central Index Key
• DE (jurisdiction) — State of incorporation
• 2500 TREX WAY, WINCHESTER, VA 22601 (address) — Business address
• 5405426300 (phone) — Business phone

FAQ

Industry Context

Trex Co Inc operates in the lumber and wood products industry, specifically focusing on composite decking and railing solutions.

Regulatory Implications

As a publicly traded company, Trex Co Inc is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

1. Review the full DEF 14A filing for detailed information on director nominees and their qualifications.
2. Analyze the executive compensation disclosures to understand the pay structure and performance metrics for key executives.
3. Examine any shareholder proposals and the company's recommendations on how to vote on them.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No prior filing is directly comparable for this specific type of document.

Filing Documents

• d852922ddef14a.htm (DEF 14A) — 1406KB
• g852922g07d61.jpg (GRAPHIC) — 16KB
• g852922g07g07.jpg (GRAPHIC) — 155KB
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• g852922g10q69.jpg (GRAPHIC) — 29KB
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• g852922g55s24.jpg (GRAPHIC) — 15KB
• g852922g87f02.jpg (GRAPHIC) — 17KB
• g852922g94z70.jpg (GRAPHIC) — 25KB
• 0001193125-24-076082.txt (&nbsp;) — 4101KB
• trex-20231231.xsd (EX-101.SCH) — 6KB
• trex-20231231_def.xml (EX-101.DEF) — 7KB
• trex-20231231_lab.xml (EX-101.LAB) — 10KB
• trex-20231231_pre.xml (EX-101.PRE) — 7KB
• d852922ddef14a_htm.xml (XML) — 256KB

Security Ownership

Security Ownership 7 Election of Directors 9 Nominees for Election as Directors 9 Approval of Nominees 9 Information About Nominees and Continuing Directors 9 Nominees for Election for Three-Year Terms 9 Directors Whose Terms Expire in 2025 11 Directors Whose Terms Expire in 2026 12 Corporate Governance 14 Board of Directors 14 Board Leadership Structure 14 Board Committees 15 Board Risk Oversight 17 Environmental, Social and Governance Matters 18 Compensation Committee Interlocks and Insider Participation 19 Director Nominations Policy 19 Communications with the Board of Directors; Reporting Questionable Accounting, Internal Accounting Controls and Auditing Matters 20 Shareholder Engagement 20 Delinquent Section 16(a) Reports 21 Availability of Code of Conduct and Ethics, Bylaws, Corporate Governance Principles, and Committee Charters 21 Non-Employee Director Compensation 22 2023 Non-Employee Director Compensation 24 2023 Non-Employee Director Equity Awards 25 Named Executive Officers 26 Compensation Discussion and Analysis 28 Introduction 28 2023 Say-on-Pay Results and Considerations 28 Compensation Philosophy and Objectives 28 How Do We Determine Executive Pay? 30 Elements of Executive Compensation 32 TREX COMPANY, INC. 2024 PROXY STATEMENT i Table of Contents TABLE OF CONTENTS Page Pay Versus Performance Disclosure 39 Pay Ratio Disclosure 45 Retention Agreements 45 Perquisites 47 Additional Information on our Program 47 Report of the Compensation Committee of the Board of Directors of Trex Company, Inc. 50 Summary Compensation Table 51 All Other Compensation Table 53 Grants of Plan-Based Awards 54 Outstanding Equity Awards at Fiscal-Year End 55 2023 Option / SAR Exercises and Stock Vested 57 Equity Compensation Plan Information 58 Severance and Change in Control Agreements 59 Severan

Security Ownership

Security Ownership The following table presents, as of March 11, 2024, information based upon the Company's records and filings with the U.S. Securities and Exchange Commission ("SEC") regarding beneficial ownership of its common stock by the following persons: each person known to the Company to be the beneficial owner of more than 5% of the common stock; each director and each nominee to the Board; each executive officer of the Company named in the Summary Compensation Table following the Compensation Discussion and Analysis section of this Proxy Statement; and all directors and executive officers of the Company as a group. As of March 11, 2024, there were 108,687,117 shares of common stock outstanding. The following information has been presented in accordance with SEC rules and is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, beneficial ownership of a class of capital stock as of any date includes any shares of such class as to which a person, directly or indirectly, has or shares voting power or investment power as of such date and also any shares as to which a person has the right to acquire such voting or investment power as of or within 60 days after such date through the exercise of any stock option, stock appreciation right, warrant or other right, without regard to whether such right expires before the end of such 60-day period or continues thereafter. If two or more persons share voting power or investment power with respect to specific securities, all such persons may be deemed to be the beneficial owners of such securities. Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class (%) (1) BlackRock, Inc. (2) 55 East 52 nd Street New York, New York 10055 13,944,145 12.8% The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355 10,248,414 9.44% Wasatch Advisors LP (4) 505 Wakara Way Salt Lake City, UT 84108 4,016,259 3.7% Adam D. Za

SECURITY OWNERSHIP

SECURITY OWNERSHIP as of or within 60 days after March 11, 2024, by the sum of the number of shares outstanding as of March 11, 2024 plus the number of shares as to which such person has the right to acquire voting or investment power as of or within 60 days after March 11, 2024. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, the Company believes that the beneficial owners of the Company's common stock listed in the table have sole voting and investment power with respect to the shares shown. (2) The information concerning BlackRock, Inc. is based on a Schedule 13G filed with the SEC on January 23, 2024, in which the reporting person reports that it has sole voting power with respect to 13,646,447 of the shares shown and sole dispositive power with respect to all of the shares shown. (3) The information concerning The Vanguard Group is based on a Schedule 13G filed with the SEC on February 13, 2024, in which the reporting person reports that it has shared voting power with respect to 48,224 of the shares shown, sole dispositive power with respect to 10,085,651 of the shares shown and shared dispositive power with respect to 162,763 of the shares shown. (4) The information concerning Wasatch Advisors LP is based on a Schedule 13G filed with the SEC on February 9, 2024, in which the reporting person reports that it has sole voting power with respect to all of the shares shown and sole dispositive power with respect to all of the shares shown. (5) The shares of common stock shown as beneficially owned by Mr. Zambanini include 28,301 unvested restricted stock units and 24,087 stock appreciation rights he has the right to exercise as of or within 60 days after March 11, 2024 and exclude 10,455 stock appreciation rights that are not scheduled to vest as of or within 60 days after March 11, 2024. (6) The shares o

View Full Filing

View this DEF 14A filing on SEC EDGAR