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, 2009
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.) |
| 1900 West Loop South, Suite 1500, Houston, Texas |
77027 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 713-961-4600
| (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2009, the Board of Directors of Quanex Building Products Corporation (the “Company”), acting upon the recommendation of its Nominating and Corporate Governance Committee, elected William C. Griffiths, age 57, to the Board of Directors of the Company, effective immediately. Mr. Griffiths is currently the Chairman of the Board, President and Chief Executive Officer of Champion Enterprises, Inc. a $1 billion NYSE-traded producer of modular and manufactured housing. He joined Champion as a Director, and as President and Chief Executive Officer, in August 2004, and was named Chairman of the Board in 2006. Mr. Griffiths graduated from the University of London with a BS with Honors in Mining Engineering. Mr. Griffiths will serve on the Compensation and Management Development Committee of the Company’s Board of Directors.
There is no arrangement or understanding between Mr. Griffiths and any other person pursuant to which Mr. Griffiths was selected as a director. Since November 1, 2007, Mr. Griffiths has had no direct or indirect interest in any transaction or series of similar transactions contemplated by the language of Item 404(a) of Regulation S-K.
The foregoing is qualified by reference to the Press Release announcing Mr. Griffiths’ election 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.
| (a) | Financial Statements of businesses acquired. |
Not applicable
| (b) | Pro forma financial information. |
Not applicable
| (c) | Exhibits. |
Exhibit 99.1. Press release dated February 26, 2009.
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) | ||
February 27, 2009 |
/s/ Kevin P. Delaney | |
(Date) |
Kevin P. Delaney Senior Vice President – General Counsel and Secretary |
| Exhibit Index | ||
| 99.1 | Press Release dated February 26, 2009. |
Exhibit 99.1
News Release
Quanex Building Products Corporation
Elects William C. Griffiths to its Board of Directors
Houston, Texas, February 26, 2009 – Quanex Building Products Corporation (NYSE:NX) today announced that, at its regularly scheduled board meeting, it elected William C. Griffiths to serve on the Board of Directors.
Mr. Griffiths is Chairman, President and Chief Executive Officer of Champion Enterprises, Inc. (NYSE:CHB), a $1 billion producer of modular and manufactured housing based in Troy, Michigan. Mr. Griffiths has a broad range of experience that includes international business, successful acquisition integration, lean manufacturing and residential construction, all of which are applicable to Quanex Building Products.
“We are very pleased to welcome Bill Griffiths to the Quanex Board of Directors and we look forward to applying his expertise to our business, especially in the areas of commercial and global business development,” said David Petratis, chairman and chief executive officer of Quanex.
Prior to joining Champion Enterprises, Mr. Griffiths held senior leadership roles at SPX Corporation, a Fortune 500 provider of solutions to transportation, automotive, power generation, manufacturing, and other industries. Mr. Griffiths graduated with a BS with Honors in Mining Engineering from the University of London.
Corporate Profile
Quanex Building Products Corporation is an industry-leading manufacturer of value-added, engineered materials and
components serving the building products markets. It is an ROIC-driven company that grows shareholder returns through
a combination of organic growth via new products and programs and strategic acquisitions.
Statements that use the words “expect,” “should,” “believe,” “will,” “might,” or similar words reflecting future expectations or beliefs are forward-looking statements. The statements found above 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, and the availability and cost of raw materials. For a more complete discussion of factors that may affect the company’s future performance, please refer to the company’s most recent 10-K filing on December 18, 2008, under the Securities Exchange Act of 1934, in particular the section titled, “Private Securities Litigation Reform Act” contained therein. The forward-looking statements are intended to express the company’s expectations as of the date of this release. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Financial Contact: Jeff Galow, 713-877-5327
Media Contact: Valerie Calvert, 713-877-5305
For general information about Quanex, visit our website at www.quanex.com.