Form 8-K
 
 

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): April 21, 2010

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))

 
 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 21, 2010, the Board of Directors of Quanex Building Products Corporation (the “Company”), acting upon the recommendation of its Nominating and Corporate Governance Committee, elected LeRoy D. Nosbaum, age 63, to the Board of Directors of the Company, effective May 1, 2010. Mr. Nosbaum retired in 2009 as the chief executive officer of Itron, Inc., a $1.9 billion Nasdaq-traded manufacturer of electronic instruments and wireless software designed for electric, gas, and water utilities. Mr. Nosbaum joined Itron in 1996 and was promoted to the role of chief executive officer in 2000. Mr. Nosbaum graduated from Valparaiso University with a BS in Electrical Engineering. Mr. Nosbaum will serve on the Compensation and Management Development Committee of the Company’s Board of Directors.

There is no arrangement or understanding between Mr. Nosbaum and any other person pursuant to which Mr. Nosbaum was selected as a director. Since November 1, 2008, Mr. Nosbaum 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. Nosbaum’s 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 April 27, 2010.

 

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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)
 
April 27, 2010
  /s/ Kevin P. Delaney
 
   
(Date)
  Kevin P. Delaney
Senior Vice President – General Counsel and Secretary

 

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Exhibit Index  
99.1   Press Release dated April 27, 2010.

 

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Exhibit 99.1

Exhibit 99.1

News Release

Quanex Building Products Corporation
Elected LeRoy D. Nosbaum to its Board of Directors

Houston, Texas, April 27, 2010 – Quanex Building Products Corporation (NYSE:NX) today announced that it elected LeRoy D. Nosbaum to serve on its Board of Directors, effective May 1, 2010.

Mr. Nosbaum, 63, retired in 2009 as chief executive officer of Itron, Inc. (Nasdaq:ITRI), a Washington-based $1.9 billion sales, 8,700-employee electronic instrument and wireless software manufacturer servicing electric, gas and water utilities. Prior to that, Mr. Nosbaum spent seven years with California-based Metricom, Inc. and 20 years with Texas-based Schlumberger Limited.

“Quanex Building Products will benefit from Mr. Nosbaum’s successful background in strategic business development as well as from his diverse operating disciplines in the manufacturing environment. We look forward to his contributions to our company and shareholders,” said David Petratis, chairman and chief executive officer of Quanex Building Products.

“Mr. Nosbaum comes to us with extensive board experience, both as the past chairman of Itron and from his ongoing experience as a board member of Esterline Technologies Corp. (NYSE:ESL), where he currently serves on both its Nominating and Corporate Governance and its Strategy and Technology Committees,” commented Quanex Building Products’ Lead Director Joseph Rupp. “The combination of his tenured board experience and successful track record of profitably growing companies will make Mr. Nosbaum a valuable addition to the company’s board of directors.”

Mr. Nosbaum graduated with a B.S. in Electrical Engineering from Valparaiso University in Indiana.

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.

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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, 2009, 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. The company undertakes 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.

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