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 (Date of earliest event reported) February 28, 2013
Quanex Building Products Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-33913 | 26-1561397 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 1900 West Loop South, Suite 1500, Houston, Texas | 77027 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 713-961-4600
________________________________________________________________________________
(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 5.07. Submission of Matters to a Vote of Security Holders.
On February 28, 2013, Quanex Building Products Corporation (the "Company") held its 2013 Annual Stockholder Meeting (the "Annual Meeting"), pursuant to notice and proxy mailed on January 28, 2013, to the Company's stockholders of record as of January 7, 2013. There were 37,047,607 shares of common stock entitled to vote at the meeting, and a total of 35,336,202 shares were represented at the meeting in person or by proxy.
At the Annual Meeting, two directors were elected, with the following tabulation of votes for each nominee:
Director Nominee
Votes For
Votes
Broker Non-
Percent of Shares
William C. Griffiths..............
34,349,097
182,298
804,807
99.47
LeRoy D. Nosbaum.............
34,434,371
97,024
804,807
99.72
*Excludes Broker Non-Votes
In addition to the election of directors, stockholders at the Annual Meeting took the following actions:
The vote tabulation for each of these items is set forth below:
Proposal
Votes For
Votes
Abstain
Broker
Percent of Shares Cast in Favor (%)*
Advisory Vote to Approve Executive Compensation..................
33,955,441
522,388
53,566
804,807
98.33
Ratification of Company's Independent Auditor...............................
35,118,062
189,090
29,050
-
99.38
*Excludes Broker Non-Votes
Withheld
Votes
Cast in
Favor (%)*
Against
Non-Votes
Item 8.01. Other Events.
On March 1, 2013, the Company issued the press release furnished herewith as Exhibit 99.1, announcing the Company's declaration of a $0.04 cash dividend payable on March 29, 2013 to shareholders of record on March 15, 2013.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated March 1, 2013
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.
| Quanex Building Products Corporation
(Registrant) |
||
| March 1, 2013
(Date) |
/s/ KEVIN P. DELANEY
Kevin P. Delaney Senior Vice President - General Counsel and Secretary |
| Exhibit Index | ||
| 99.1 | Press release dated March 1, 2013 | |
EXHIBIT 99.1
HOUSTON, March 1, 2013 (GLOBE NEWSWIRE) -- Quanex Building Products Corporation (NYSE:NX), a leading manufacturer of engineered materials, components and systems serving domestic and international window and door OEMs through its Engineered Products and Aluminum Sheet Products groups, today announced that its Board of Directors declared a quarterly cash dividend of $0.04 per share on the company's common stock, payable March 29, 2013, to shareholders of record on March 15, 2013.
The Quanex Building Products Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=1117
Statements that use the words "estimated," "expect," "could," "should," "believe," "will," "might," or similar words reflecting future expectations or beliefs are forward-looking statements. The forward-looking statements include, but are not limited to, future operating results of Quanex, the financial condition of Quanex, future uses of cash, expectations relating to the consolidation of the company's IG spacer manufacturing facilities, expectations relating to 2013 expenditures, expenses and tax rates, expectations relating to the company's industry, and the company's future growth. The statements in this release are based on current expectations. Actual results or events may differ materially from this release. Factors that could impact future results may include, without limitation, the effect of both domestic and global economic conditions, the impact of competitive products and pricing, the availability and cost of raw materials, and customer demand. For a more complete discussion of factors that may affect the company's future performance, please refer to the company's Form 10-K filing on December 31, 2012, under the Securities Exchange Act of 1934 ("Exchange Act"), in particular the section titled, "Private Securities Litigation Reform Act" contained therein.
For additional information, please visit www.quanex.com
CONTACT: Financial Contact:
Martin Ketelaar
713-877-5402
Media Contact:
Valerie Calvert
713-877-5305