8-K

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 21, 2018

Continental Building Products, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-36293	61-1718923
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

12950 Worldgate Drive, Suite 700, Herndon, VA	20170
(Address of principal executive offices)	(Zip Code)

(703) 480-3800

(Registrant's telephone number, including the area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

On and effective as of February 21, 2018, the Board of Directors (the "Board") of Continental Building Products, Inc., (the "Company") amended the Company’s Amended and Restated Bylaws to implement a majority voting standard in uncontested director elections (the “Amendment”). Prior to the Amendment, directors were elected under a plurality voting standard. As a result, in uncontested elections, as defined in the Amendment, directors will be elected by a majority of the votes cast, which means that the number of shares voted "for" a director’s election must exceed the number of shares voted "against" that director’s election. Plurality voting will apply in contested elections.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Simultaneously, the Board also amended the Company's Principles of Governance (the “Principles”) to implement a director resignation policy. As amended, the Principles provide that any director in an uncontested election who is not elected by a majority of the votes cast is expected to tender his or her resignation to the Nominating and Corporate Governance Committee of the Board, which will then consider such resignation and make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will make the ultimate determination regarding whether or not to accept the resignation.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. Amendment to Bylaws

Number	Description
3.1	Amendment to Amended and Restated Bylaws

2

SIGNATURES

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.

	Continental Building Products, Inc.
February 27, 2018	/s/ Timothy A. Power
Date	Timothy A. Power
	Senior Vice President and General Counsel

3

Exhibit Index

Number	Description
3.1	Amendment to Amended and Restated Bylaws

4

EX-3.1

Exhibit 3.1

Amendment No. 1

to

Amended and Restated Bylaws

of

CONTINENTAL BUILDING PRODUCTS, INC.

The following shall be added to Section 3.2 of the Amended and Restated Bylaws of Continental Building Products, Inc.:

At any meeting of stockholders at which directors are to be elected, each nominee for election as a director in an uncontested election shall be elected if the number of votes cast for the nominee’s election exceeds the number of votes cast against the nominee’s election. In all director elections other than uncontested elections, the nominees for election as a director shall be elected by a plurality of the votes cast. For purposes of this Section 3.2(b), an “uncontested election” means any meeting of stockholders at which the number of candidates does not exceed the number of directors to be elected and with respect to which: (i) no stockholder has submitted notice of an intent to nominate a candidate for election at such meeting in accordance with Section 2.10; or (ii) such a notice has been submitted, and on or before the fifth (5^th) business day prior to the date that the Corporation files its definitive proxy statement relating to such meeting with the Securities and Exchange Commission (regardless of whether thereafter revised or supplemented), the notice has been: (A) withdrawn in writing to the Secretary of the Corporation; (B) determined not to be a valid notice of nomination, with such determination to be made by the Board of Directors (or a committee thereof) pursuant to Section 2.10, or if challenged in court, by a final court order; or (C) determined by the Board of Directors (or a committee thereof) not to create a bona fide election contest. Directors need not be stockholders unless so required by the Certificate of Incorporation or these Bylaws, wherein other qualifications for directors may be prescribed.