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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): December 13, 2023
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Quanex Building Products Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | 001-33913 | 26-1561397 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
945 Bunker Hill Road, Suite 900
Houston, Texas 77024
(Address of Principal Executive Offices) (Zip Code)
(713) 961-4600
(Registrant's telephone number, including area code)
(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)) |
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. ☐
On December 13, 2023, the Registrant issued a press release stating that the Board (i) declared a quarterly cash dividend of $0.08 per share on the Registrant’s common stock, payable December 29, 2023, to shareholders of record on December 19, 2023; and (ii) announced that George L. Wilson, the Registrant’s President and Chief Executive Officer, will also become the Registrant’s Chairman of the Board, effective February 27, 2024 and subject to his re-election as a director at the Registrant’s next Annual Meeting of Shareholders. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| 99.1 | Press Release dated December 13, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | ||
| Date: December 13, 2023 | By: | /s/ SCOTT ZUEHLKE |
| Scott Zuehlke | ||
| SVP, CFO and Treasurer | ||
EXHIBIT 99.1
Quanex Building Products Declares Quarterly Dividend and Announces Planned Chairmanship Transition
HOUSTON, Dec. 13, 2023 (GLOBE NEWSWIRE) -- Quanex Building Products Corporation (NYSE:NX) (“Quanex” or the “Company”) today announced that its Board of Directors (the “Board”) declared a quarterly cash dividend of $0.08 per share on the Company’s common stock, payable December 29, 2023, to shareholders of record on December 19, 2023.
In addition, Quanex announced that the Board has determined that George L. Wilson, the Company’s President and Chief Executive Officer, will also become Quanex’s Chairman of the Board, effective February 27, 2024. Mr. Wilson will replace current Chairman William C. Griffiths, who will be retiring from the Board as of the Company’s next Annual Meeting of Shareholders, in accordance with the Quanex Corporate Governance Guidelines. Mr. Wilson’s appointment is subject to his re-election to the Board at the annual meeting.
About Quanex
Quanex is a global manufacturer with core capabilities and broad applications across various end markets. The Company currently collaborates and partners with leading OEMs to provide innovative solutions in the window, door, vinyl fencing, solar, refrigeration, custom mixing and cabinetry markets. Looking ahead, Quanex plans to leverage its material science expertise and process engineering to expand into adjacent markets.
Contact:
Scott Zuehlke
SVP, Chief Financial Officer & Treasurer
713-877-5327
scott.zuehlke@quanex.com