false
0001423221
0001423221
2024-08-12
2024-08-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
August 12, 2024
(Date of earliest event reported)
QUANEX BUILDING PRODUCTS CORPORATION
(Exact name of registrant as specified in
its charter)
| Delaware |
|
1-33913 |
|
26-1561397 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
|
945 Bunker Hill Road, Suite 900,
Houston, Texas |
|
77024 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant's
telephone number, including area code: 713-961-4600
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(b) 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))
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
NX |
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 12, 2024, the
Board of Directors (the “Board”) of Quanex Building Products Corporation (the “Company”), acting upon the
recommendation of its Nominating and Corporate Governance Committee, appointed Manish H. Shah, age 60, and Amit Singhi, age 59, to the
Board, effective August 12, 2024. Messrs. Shah and Singhi were each appointed to a term ending at the Company’s next annual
meeting of shareholders to be held in 2024.
Mr. Shah
is the Chief Digital Transformation Officer at ServiceNow (NYSE: NOW), an IT service management and workflow automation company. He is
also the founder and principal member of Gnosis Advisory Group, a business leadership advisory firm. Prior to these roles, Mr. Shah
was Senior Vice President and Chief Information Officer of Community Health Systems (NYSE: CYH), responsible for patient digital experience
across 85 hospitals operating in 16 states from 2013 to 2020, as well as Senior Vice President of IT Infrastructure for Aurora Health
Care. He has also served as a Director of Gibraltar Industries (NASDAQ: ROCK) since February 2021. Mr. Shah earned a Master
of Science in Management Information Systems from Roosevelt University and an MBA from the Illinois Institute of Technology.
Mr. Singhi
is the Chief Financial Officer of Humanetics, a high-tech global industrial technology group focusing on safety, digital and sensor solutions
for critical environments. From 2017 to 2020, Mr. Singhi was the Chief Operating and Financial Officer of Piston Group, with responsibility
for all operating and financial matters. Before that, from 2015 to 2017, he served as Chief Financial Officer at FLIR Systems (NASDAQ:
FLIR), leading all finance and IT functions. Mr. Singhi began his career in 1994 at Ford Motor Company (NYSE: F). Mr. Singhi
earned a Master of Science in Engineering and an MBA from the University of Michigan.
There is no arrangement or
understanding between Mr. Shah or Mr. Singhi and any other person pursuant to which Messrs. Shah and Singhi were selected
as directors. Since November 1, 2022, neither Mr. Shah nor Mr. Singhi have had any direct or indirect interest in any transaction
or series of similar transactions contemplated by the language of Item 404(a) of Regulation S-K.
In conjunction with their
elections, the Board has appointed Messrs. Shah and Singhi to the Board’s Audit Committee, and it is expected that they will
each be added to the Nominating & Corporate Governance Committee at the Board’s next regular meeting. Mr. Shah and
Mr. Singhi will each be compensated for his service as a director and committee member pursuant to the Company’s standard director
compensation practices, as set forth in the Company’s Corporate Governance Guidelines and more fully discussed in the Company’s
Proxy Statement for its 2024 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on January 25,
2024 (the “2024 Proxy”). Pursuant to this standard compensation practice and as more fully described in the 2024 Proxy, Messrs. Shah
and Singhi are each receiving an annual grant of Restricted Stock Units on August 12, 2024, pro-rated to reflect their length of
service during the fiscal year.
The foregoing is qualified
by reference to the Press Release announcing Mr. Shah’s and Mr. Singhi’s election as director, which is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of businesses acquired. |
Not applicable
| (b) | Pro forma financial information. |
Not applicable.
Exhibit 99.1. Press release dated August 12, 2024.
104 The cover page of this Current Report on Form 8-K (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| | QUANEX
BUILDING PRODUCTS CORPORATION |
| | | (Registrant) |
| | | |
| August 12, 2024 | | /s/ Paul B. Cornett |
| (Date) | | Paul B. Cornett |
| | | Senior Vice President – General Counsel
and Secretary |
