Quanex Building Products Announces Governance Reforms
October 28 2015 - 8:10AM
Quanex Building Products Corporation (NYSE:NX) ("Quanex"), a
leading supplier of window and door components, today announced
that the Company's Board of Directors has taken a series of actions
intended to ensure that the Company's policies are aligned with
shareholder interests and corporate governance best practices.
Bill Griffiths, Quanex's Chairman, President and Chief Executive
Officer, stated, "Quanex is committed to ensuring we evolve to meet
– and exceed – corporate governance best practices. This is the
responsible thing to do for all of our stakeholders, including of
course our shareholders, with whom we are squarely aligned in
pursuit of profitable, sustainable growth."
In addition to approving certain bylaw and policy changes for
immediate implementation, the Board has also approved certain
charter changes for recommendation to, and adoption by, the
shareholders at the Company's next Annual Meeting of Shareholders
to be held in February 2016. Certain related or conforming bylaw
changes are also contingent on adoption of charter amendments.
The governance enhancements include, among others:
- Transition to Annual Election of Directors –
The Board has resolved to recommend for shareholder approval the
declassification of the Board, which would be achieved through a
phase-in of annual elections over three years, subject to
shareholder approval at the February 2016 Annual Meeting.
- Majority Voting Standard in Bylaws – Quanex
has adopted a majority voting standard in its bylaws for
uncontested elections and formally eliminated the plurality
standard. Previously, the majority standard resided in Quanex's
corporate governance guidelines only.
- Amendment Supermajority Thresholds – The Board
has resolved to recommend for shareholder approval that the
supermajority approval threshold required for certain amendments to
the charter and bylaws be set at 66 2/3rds%, a reduction from 80%
in most cases.
- Granting Shareholders the Right to Call a Special
Meeting – Quanex has granted shareholders who hold 25% of
its shares the right to call a special meeting of shareholders and
accordingly seek changes on an interim basis.
The Company will be filing a Current Report on Form 8-K related
to the above reforms. This Form 8-K will contain a copy of the
Company's amended and restated bylaws and its updated corporate
governance guidelines as an exhibit.
The Company will be distributing a definitive proxy statement to
the shareholders entitled to vote at the Annual Meeting. WE URGE
INVESTORS TO READ ANY PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to
obtain, free of charge, copies of any proxy statement and any other
documents filed by the Company with the SEC in connection with the
possible proxy solicitations at the SEC's website at
www.sec.gov.
In addition, copies will also be available at no charge at the
Investors section of the Company's website at
http://phx.corporate-ir.net/phoenix.zhtml?c=103173&p=irol-irhome.
Forward Looking Statements
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 investments being made in our
vinyl business, the future financial condition of Quanex, future
uses of cash and other expenditures, expenses and tax rates,
expectations relating to the Company's industry, and the Company's
future growth, including revenue and EBITDA guidance. The
statements set forth 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 Annual Report on
Form 10-K for the fiscal year ended October 31, 2014, under
the sections entitled "Cautionary Note Regarding Forward-Looking
Statements" and "Risk Factors," in our other documents filed with
the Securities and Exchange Commission from time to
time. Any forward-looking statements in this press release are
made as of the date hereof, and Quanex Building Products
Corporation undertakes no obligation to update or revise any
forward-looking statements to reflect new information or
events.
About Quanex Building Products
Quanex Building Products Corporation is headquartered in
Houston, Texas with locations around the world. Its mission is, "to
positively impact our customers, employees and shareholders and put
them at the center of everything we do, through innovation,
technology, best-in-class customer service and excellent returns."
An industry-leading manufacturer of engineered materials and
components for building products sold to Original Equipment
Manufacturers (OEMs), Quanex designs and produces energy-efficient
window and door products, systems and solutions.
Employing top talent, developing forward-thinking technologies
and solutions with an emphasis on energy efficiency and aesthetics,
continuous improvement and integrity remain the cornerstones of
Quanex's business as it positions itself for future growth in the
building products market with a special emphasis on supplying
innovative new products to the fenestration industry.
For more information visit www.quanex.com
CONTACT: Financial Contact:
Marty Ketelaar, Quanex Building Products
martin.ketelaar@quanex.com
713-877-5402
Media Contact:
Jonathan Morgan, Perry Street Communications
jmorgan@perryst.com
214-965-9955
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