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): June 7, 2019

QUANEX BUILDING PRODUCTS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (731) 961-4600

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 June 7, 2019, Quanex Building Products Corporation (the “Company”) terminated, without Cause (as such term is defined in Mr. Korb’s Severance Agreement, the form of which is filed with the SEC as Exhibit 10.5 of Amendment No. 1 to the Registrant’s Registration Statement on Form 10 filed on February 14, 2008), the employment of Brent L. Korb as Senior Vice President – Finance and Chief Financial Officer effective immediately. Mr. Korb had been serving as the Company’s principal financial officer and principal accounting officer. Mr. Korb will receive severance benefits pursuant to the terms of his Severance Agreement, as amended on the Company’s Form 8K filed with the SEC on July 21, 2008, and as more fully described in the Company’s Proxy Statement on Schedule 14A filed on February 27, 2019.

On June 7, 2019, the Company appointed Scott M. Zuehlke as the Company’s interim Chief Financial Officer effective immediately to replace Mr. Korb. The Company has launched an executive search for its permanent Chief Financial Officer, and Mr. Zuehlke is expected to serve as the Company’s interim Chief Financial Officer until the Company has made such permanent appointment. Mr. Zuehlke has served as the Company’s Vice President – Investor Relations and Treasurer since 2016 and will continue to serve in such role. Prior to joining the Company, Mr. Zuehlke served as Vice President, Investor Relations for Halcón Resources from 2011 to 2016. In his role at Halcón, Mr. Zuehlke was responsible for leading and managing the investor relations function and acting as the primary contact to the investment community. Halcón is an independent energy company focused on the acquisition, production, exploration and development of onshore liquids-rich assets in the United States.

In connection with his appointment as interim Chief Financial Officer, Mr. Zuehlke will receive a grant of restricted stock units of the Company with a fair value equal to $75,000 pursuant to the Company’s Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended. The restricted stock units will cliff vest as of the date that is eighteen (18) months following the grant date, with service and continued employment as the only vesting criteria. Once the vesting criteria is met, each restricted stock unit is payable to Mr. Zuehlke in cash based on the market value of one share of the Company’s common stock on the date of vesting.

On June 7, 2019, the Company issued a press release announcing Mr. Korb’s termination and the Company’s appointment of Mr. Zuehlke as the Company’s interim Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits.    The following exhibits are being filed herewith:

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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.

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Exhibit 99.1

Quanex Building Products Announces Chief Financial Officer Transition

HOUSTON, TEXAS, June 7, 2019 – Quanex Building Products Corporation (NYSE: NX) (“Quanex” or the “Company”) today announced that Scott M. Zuehlke, the Company’s current Vice President – Investor Relations and Treasurer, has been named interim Chief Financial Officer, replacing Brent L. Korb, effective immediately. An executive search is underway by the Company to identify a permanent CFO, until which time Mr. Zuehlke will remain as interim CFO.

“We are grateful to Brent for his many invaluable contributions to Quanex during his tenure here and wish him all the best in his future endeavors,” said Bill Griffiths, Chairman of the Board of Directors, President and Chief Executive Officer of Quanex.

Mr. Griffiths, further commented, “We want to thank Scott for stepping up to fill the role of Chief Financial Officer on an interim basis. Scott has played a key role within Quanex’s investor relations department. His background in finance, business development and operations, and his broad understanding of the needs and character of our organization will be of great value as we complete the search for a permanent CFO.”

About Quanex

Quanex Building Products Corporation is an industry-leading manufacturer of components sold to Original Equipment Manufacturers (OEMs) in the building products industry. Quanex designs and produces energy-efficient fenestration products in addition to kitchen and bath cabinet components.

Contact:

Scott Zuehlke

VP, Investor Relations & Treasurer

713-877-5327

scott.zuehlke@quanex.com

www.quanex.com