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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
October 28, 2025
(Date of earliest event reported)
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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 28, 2025,
the Board of Directors (the “Board”) of Quanex Building Products Corporation (the “Company”), acting upon
the recommendation of its Nominating and Corporate Governance Committee, appointed Mary K. Lawler, age 60, to the Board, effective November 1,
2025. Ms. Lawler was appointed to a term ending at the Company’s next annual meeting of shareholders to be held in 2026.
Ms. Lawler
is the Senior Vice President, Chief Human Resources Officer of Illinois Tool Works Inc. (NYSE: ITW), a global manufacturer of a diversified
range of industrial products and equipment. Ms. Lawler joined ITW in October 2014 and previously served as Executive Vice President,
Human Resources for GATX Corporation. Prior to joining GATX, she held a wide range of positions in operations, human resources, and law
with Tribune Media (formerly Tribune Company). Ms. Lawler began her professional career as an attorney in private practice. Ms. Lawler
graduated with a bachelor’s degree in history from the College of the Holy Cross and received a Juris Doctor from the University
of Notre Dame.
There is no arrangement or
understanding between Ms. Lawler and any other person pursuant to which Ms. Lawler was selected as a director. Since November 1,
2023, Ms. Lawler has not had any direct or indirect interest in any transaction or series of similar transactions contemplated by
the language of Item 404(a) of Regulation S-K. There are no family relationships between Ms. Lawler and any other director or
executive officer of the Company.
In conjunction with her
appointment, the Board has appointed Ms. Lawler to the Board’s Compensation & Management Development and
Nominating & Corporate Governance Committee. Ms. Lawler will be compensated for her service as a director and
committee member pursuant to the Company’s standard director compensation practices, as set forth in the Company’s
Corporate Governance Guidelines and more fully discussed in the Company’s Proxy Statement for its 2025 Annual Meeting of
Shareholders, as filed with the Securities and Exchange Commission on January 28, 2025 (the “2025 Proxy”). Pursuant
to this standard compensation practice and as more fully described in the 2025 Proxy, Ms. Lawler is receiving an annual grant
of Restricted Stock Units on November 3, 2025, the first business day of the Company’s fiscal year. The Company also
intends to enter into an indemnification agreement with Ms. Lawler in the same form as the Company’s standard
indemnification agreement with its other directors, which is filed as Exhibit 10.6 to the Company’s Current Report on
Form 8-K as filed with the Securities and Exchange Commission on
August 29, 2008.
The foregoing is qualified
by reference to the Press Release announcing Ms. Lawler’s appointment as director, which is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| |
Exhibit 99.1. |
Press release dated October 28, 2025. |
| |
Exhibit 104. |
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
|
QUANEX BUILDING PRODUCTS CORPORATION |
| |
|
(Registrant) |
| |
|
|
| October 28, 2025 |
|
/s/ Paul B. Cornett |
| (Date) |
|
Paul B. Cornett |
| |
|
Senior Vice President – General Counsel and Secretary |
