Strong shareholder support as Quanex (NYSE: NX) modernizes bylaws and approves all 2026 proposals

Rhea-AI Filing Summary

Quanex Building Products Corporation reported governance updates and results from its Annual Meeting of Stockholders. The Board approved Fifth Amended and Restated Bylaws after a comprehensive review to modernize them consistent with applicable law and to add various technical and conforming changes.

At the Annual Meeting held on February 26, 2026, 45,938,400 shares were entitled to vote and 39,532,896 shares were represented in person or by proxy. Stockholders elected eight directors for terms expiring at the 2027 Annual Meeting, with each nominee receiving at least 90.54% of votes cast in favor, excluding abstentions and broker non-votes. Stockholders also approved, on an advisory basis, named executive officer compensation with 97.82% of votes cast in favor and ratified the company’s independent auditor with 99.69% of votes cast in favor.

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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): February 26, 2026

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 5.03. Amendments to Articles of Incorporation or Bylaws.

Amendments to Bylaws

On February 26, 2026, the Board of Directors (the “Board”) of Quanex Building Products Corporation (the “Company”) approved several amendments to the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”). The amendments to the Bylaws were the result of a comprehensive review to modernize the Bylaws consistent with applicable law, including to:

· expressly authorize stockholder meetings to be held solely by means of remote communication, as permitted by Section 211(a)(2) of the Delaware General Corporation law (the “DGCL”), specifying that the notice of the adjourned meeting time is not required if the time, place and means of remote communication are announced at the original meeting;

· address the SEC’s universal proxy rules under Rule 14a-19 of the Securities Exchange Act of 1943, as amended (the “Exchange Act”), where stockholders seeking to nominate director candidates must now comply with Rule 14a-19, and if a stockholder provides notice pursuant to Rule 14a-19(b) but subsequently fails to comply with the solicitation requirements or abandons its solicitation efforts, the nominations will be deemed null and void;

· enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors or proposed business, including requiring additional background information and disclosures regarding proposing stockholders, proposed business or nominees, and other persons related to a stockholder’s solicitation of proxies, including ownership interests in derivative equity securities;

· authorize the Company to request information from proposed director nominees to determine whether they satisfy any requirements or qualifications set forth in the Bylaws or applicable stock exchange listing requirements, including with respect to independence standards;

· remove transitory language relating to previously completed declassification of the Board;

· establish “emergency bylaws” in accordance with Section 110 of the DGCL, where, during an emergency condition, the directors in attendance at a board meeting will constitute a quorum, and such directors may take action to appoint additional members to standing or temporary committees as necessary to exercise the authority contemplated by Section 110 of the DGCL; and

· modernize communication methods to authorize the Company to provide notice to directors by video conference, and also expressly reference email and other forms of electronic transmission as defined in Section 232 of the DGCL, including the removal of outdated communication methods.

The amendments to the Bylaws also incorporate various non-material updates and technical, modernizing, and conforming changes. The foregoing discussion is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws of the Company, which are attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 26, 2026, the Company held its Annual Meeting of Stockholders, pursuant to notice and proxy mailed on or about January 28, 2026, to the Company’s stockholders of record as of January 7, 2026. There were 45,938,400 shares of common stock entitled to vote at the meeting, and a total of 39,532,896 shares were represented at the meeting in person or by proxy.

At the Annual Meeting, eight directors were elected for terms expiring at the Company’s 2027 Annual Meeting, with the following tabulation of votes for each nominee:

Director Nominee		Votes For		Votes Against		Abstain		Broker Non-Votes		Percent of Shares Cast in Favor *
Bradley Hughes		36,929,772		1,285,758		6,579		1,310,787		96.64%
Mary Lawler		38,080,066		136,040		6,003		1,310,787		99.64%
Jason Lippert		36,909,057		1,262,369		50,684		1,310,787		96.69%
Donald Maier		34,559,170		3,610,004		52,934		1,310,787		90.54%
Manish Shah		36,933,959		1,269,798		18,353		1,310,787		96.68%
Amit Singhi		36,940,567		1,263,551		17,992		1,310,787		96.69%
William Waltz, Jr.		36,944,620		1,223,669		53,820		1,310,787		96.79%
George Wilson		37,749,921		462,805		9,384		1,310,787		98.79%
		*Excludes Abstentions and Broker Non-Votes

In addition to the election of directors, stockholders at the Annual Meeting took the following actions:

· Provided an advisory “say on pay” vote approving the compensation of the Company’s named executive officers;

· Ratified the Audit Committee’s appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending October 31, 2026;

The tabulation of votes for the “say on pay” and auditor ratification proposals is set forth below:

Proposal		Votes For		Votes Against		Abstain		Broker Non-Votes		Percent of Shares Cast in Favor *
Advisory Vote to Approve Named Executive Officer Compensation		37,367,470		831,040		23,600		1,310,787		97.82%
Ratification of Company’s Independent Auditor		39,399,858		124,387		8,651		-		99.69%
		*Excludes Abstentions and Broker Non-Votes

Item 9.01. Financial Statements and Exhibits.

3.1		Fifth Amended and Restated By laws of the Registrant dated as of February 26, 2026
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: March 3, 2026		/s/ Paul B. Cornett
		Paul B. Cornett
		Senior Vice President – General Counsel and Secretary

FAQ

What corporate changes did Quanex Building Products (NX) approve in its bylaws?

Quanex Building Products’ board approved Fifth Amended and Restated Bylaws after a comprehensive review. The changes are described as modernizing the bylaws consistent with applicable law and adding non-material updates plus technical, modernizing, and conforming edits across various provisions.

How many Quanex Building Products (NX) shares were represented at the 2026 annual meeting?

At the February 26, 2026 annual meeting, 45,938,400 shares of common stock were entitled to vote, and 39,532,896 shares were represented in person or by proxy. This shows a high level of shareholder participation in director elections and other governance proposals.

How did Quanex Building Products (NX) shareholders vote on director nominees in 2026?

Quanex shareholders elected eight directors for terms expiring at the 2027 annual meeting. Each nominee received strong support, with votes cast in favor ranging from 90.54% for Donald Maier to 99.64% for Mary Lawler, excluding abstentions and broker non-votes.

What was the result of the Quanex Building Products (NX) 2026 say-on-pay vote?

Shareholders approved Quanex’s named executive officer compensation on an advisory basis. The proposal received 37,367,470 votes for, 831,040 votes against, and 23,600 abstentions, with 1,310,787 broker non-votes, representing 97.82% of votes cast in favor, excluding abstentions and broker non-votes.

Did Quanex Building Products (NX) shareholders ratify the independent auditor in 2026?

Yes. Shareholders ratified Quanex’s independent auditor with 39,399,858 votes for, 124,387 votes against, and 8,651 abstentions. There were no broker non-votes on this item, and 99.69% of votes cast favored ratification, excluding abstentions from the percentage calculation.

Which governance items were covered at Quanex Building Products’ (NX) 2026 annual meeting?

The 2026 annual meeting included the election of eight directors for terms ending at the 2027 meeting, an advisory vote on named executive officer compensation, and ratification of the independent auditor. All matters received strong shareholder support, based on the reported voting results.

Filing Exhibits & Attachments

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• EX-3.1 EXHIBIT 3.1 110.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
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