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 28, 2023

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.)

1800 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

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

On February 28, 2023, Quanex Building Products Corporation (the “Company”) held its Annual Meeting of Stockholders, pursuant to notice and proxy mailed on or about January 25, 2023, to the Company’s stockholders of record as of January 5, 2023. There were 33,234,730 shares of common stock entitled to vote at the meeting, and a total of 31,292,221.448 shares were represented at the meeting in person or by proxy.

At the Annual Meeting, nine directors were elected for terms expiring at the Company’s 2024 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 *
Susan F. Davis		25,058,738.523		5,358,044.643		4,320.282		871,118		82.38	%
William C. Griffiths		29,814,139.142		583,366.050		23,598.256		871,118		98.08	%
Bradley E. Hughes		29,570,883.217		825,447.002		24,773.229		871,118		97.28	%
Jason D. Lippert		29,585,180.730		812,067.913		23,854.805		871,118		97.33	%
Donald R. Maier		29,555,284.626		842,010.393		23,808.429		871,118		97.23	%
Meredith W. Mendes		29,419,589.559		998,062.535		3,451.354		871,118		96.72	%
Curtis M. Stevens		28,785,731.090		1,611,434.342		23,938.016		871,118		94.70	%
William E. Waltz, Jr.		29,583,489.495		822,859.002		14,754.951		871,118		97.29	%
George L. Wilson		30,053,987.958		353,343.360		13,772.130		871,118		98.84	%

	*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;

Provided an advisory vote relating to the frequency of future “say on pay” votes held by the Company; and

Ratified the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending October 31, 2023;

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		27,972,174.116		2,428,935.478		19,993.854		871,118		92.01	%
Ratification of Company’s Independent Auditor		30,988,230.965		290,697.861		13,292.622		-		99.07	%

	*Excludes Abstentions and Broker Non-Votes

The tabulation of votes for the proposal related to the frequency of future “say on pay” votes is set forth below:

Proposal	One Year			Two Years			Three Years			Abstain			Broker Non- Votes
Advisory Vote Regarding Frequency of Future “Say on Pay” Votes		27,715,254.725			10,485.629			2,684,541.498			10,821.596			871,118
Percent of Vote: (excludes Broker Non-Votes)		91.11	%		0.03	%		8.82	%		0.04	%		n/a

In light of the results of the advisory vote on the frequency of “say on pay” votes, the Company’s Board of Directors determined to hold an advisory “say on pay” vote annually until the next required stockholder advisory vote on the frequency of “say on pay” votes.

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 2, 2023

/s/ Paul B. Cornett

Paul B. Cornett
Senior Vice President – General Counsel and Secretary

Quanex Building Products Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders