0001102624-16-001896.txt : 20160105 0001102624-16-001896.hdr.sgml : 20160105 20160105151608 ACCESSION NUMBER: 0001102624-16-001896 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160105 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160105 DATE AS OF CHANGE: 20160105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUTTIG BUILDING PRODUCTS INC CENTRAL INDEX KEY: 0001093082 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030] IRS NUMBER: 430334550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14982 FILM NUMBER: 161321781 BUSINESS ADDRESS: STREET 1: 555 MARYVILLE UNIVERSITY DRIVE STREET 2: SUITE 240 CITY: ST LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 314-216-2600 MAIL ADDRESS: STREET 1: PO BOX 1041 CITY: CHESTERFIELD STATE: MO ZIP: 63006-1041 8-K 1 huttig8k.htm HUTTIG BUILDING PRODUCTS, INC. 8-K Edgar-8K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 5, 2016
(Date of earliest event reported)
Huttig Building Products, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-14982 43-0334550
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
555 Maryville University Dr., Suite 400, St. Louis, MO 63141
(Address of principal executive offices) (Zip Code)
314-216-2600
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
On January 5, 2016, the Board of Directors (the "Board") of Huttig Building Products, Inc. (the "Company") appointed Gina Hoagland as a director to fill an existing vacancy on the Board of Directors of the Company. The Board reduced the size of the Board from nine to seven members at its last meeting and, with this appointment, there are no remaining vacancies on the Board. Hoagland will serve until the Company's next annual meeting of stockholders in April 2016, at which time the Board expects she will be nominated for re-election. Hoagland has not been appointed to serve on any committees of the Board but will be included in the Committee assignment process as conducted by the Nominating and Governance Committee in 2016. There are no arrangements between Hoagland and any other person pursuant to which she was elected to serve as a director, nor has she had any previous transactions with the Company which are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with her appointment, Hoagland will be compensated in accordance with the Company's director compensation policy.

Hoagland also entered into the Company's standard form of indemnification agreement for directors, the form of which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 4, 2005.

The related press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibit is furnished as part of this Current Report:
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.

Dated: January 5, 2016 Huttig Building Products, Inc.

By: /s/ Jon P. Vrabely
      Jon P. Vrabely
     President and Chief Executive Officer
Exhibit Index
 EX-99 2 exhibit99.htm PRESS RELEASE

Huttig Appoints New Board Member

ST. LOUIS, MO -- (Marketwired - January 05, 2016) - Huttig Building Products, Inc. ("Huttig") (NASDAQ: HBP) today announced the appointment of a new director, Gina Hoagland.

Ms. Hoagland is the co-owner, CEO and President of Collaborative Strategies, Inc., a St. Louis based firm that provides board development, strategic and succession planning services to a variety of financial, manufacturing, and distribution companies. Hoagland is currently Chairman of Triad Bank and holds advisory Board positions for Major Eagle / Eagle Brands, G.M. Johnson Company, Duke Manufacturing, Essex Industries, ATRO and Anova. Hoagland graduated from Georgetown University with a dual major in Economics and Government and holds an MBA from the Colgate Darden Garduate School of Business at the University of Virginia.

"We are pleased to welcome Gina to the Board," said Jon Vrabely, President and CEO of Huttig. "Gina's addition to the Board completes a Board succession and transition process that was started in September 2014. Gina's experience in strategic planning, succession planning, and organizational development will be a great advantage to the Board and to Huttig. We look forward to benefiting from her expertise as we continue to advance our strategy to accelerate our growth, financial performance, and position the business for the future."

Hoagland will serve until the Company's next annual meeting of stockholders in April 2016, at which time the Board expects that she will be nominated for re-election.

About Huttig

Huttig, currently in its 131st year of business, is one of the largest domestic distributors of millwork, building materials and wood products used principally in new residential construction and in home improvement, remodeling and repair work. Huttig distributes its products through 26 distribution centers serving 41 states. Huttig's wholesale distribution centers sell principally to building materials dealers, national buying groups, home centers and industrial users, including makers of manufactured homes.

Forward-Looking Statements

This press release contains forward-looking information as defined by the United States Private Securities Litigation Reform Act of 1995. This information presents management's expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. Factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information, include, but are not limited to, changes relating to future financial performance, the housing market, distribution channels, sales, supplier relationships, inventory levels, the ability to meet customer needs, competitive posture, obligations with respect to environmental remediation (including our ability to remediate the Montana site in accordance with regulatory requirements and within cost estimates), deterioration in our relationship with our unionized employees, including work stoppages or other disputes, and the financial impact of litigation or contingencies. Other important factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information, include, but are not limited to those detailed in Huttig's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission and in other reports filed by Huttig with the Securities and Exchange Commission from time to time. 

For more information, contact:
Don Hake
investor@huttig.com