NCI BUILDING SYSTEMS, INC. (NYSE:NCS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

NCI Building Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on February 28, 2018. The number of shares present in person and/or by proxy at the Annual Meeting was 57,746,734, representing approximately 87% of the 66,142,975 shares of common stock issued and outstanding on January12, 2018, which was the record date for the determination of the stockholders entitled to vote at the meeting. At the Annual Meeting, the stockholders of the Company (i)elected James G. Berges, William R. VanArsdale, Lawrence J. Kremer and John J. Holland as ClassI directors to serve until the annual meeting of stockholders to be held in 2021, (ii) approved the 2003 Long-Term Stock Incentive Plan, as amended and restated, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 28, 2018.

Of the 57,746,734 shares of common stock of the Company present at the Annual Meeting, in person or by proxy, the following table shows the votes cast for, against, abstain and non-votes for each of the nominees for director:

In addition to James G. Berges, William R. VanArsdale, Lawrence J. Kremer and John J. Holland, each of the following persons has a term of office as a director of the Company that continues after the Annual Meeting: Kathleen J. Affeldt, George L. Ball, Gary L. Forbes, George Martinez, James S. Metcalf, Donald R. Riley, Nathan K. Sleeper, and Jonathan L. Zrebiec.

The stockholders of the Company approved the 2003 Long-Term Stock Incentive Plan, as amended and restated (the “Incentive Plan”), by the following vote:

The full text of the Incentive Plan is filed as Exhibit 10.1 to this Form 8-K. We note that Incentive Plan was approved by our Board of Directors on January 27, 2018, and not on January 26, 2018 as reported in our proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on January 26, 2018.

The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2018 by the following vote:

Item 5.07. Financial Statements and Exhibits.

NCI BUILDING SYSTEMS INC Exhibit
EX-10.1 2 ncs20180302ex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1NCI BUILDING SYSTEMS,…
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About NCI BUILDING SYSTEMS, INC. (NYSE:NCS)

NCI Building Systems, Inc. is a manufacturer and marketer of metal products for the non-residential construction industry. The Company operates through three segments: engineered building systems, metal components and metal coil coating. The metal coil coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated for use by construction and industrial users. The metal components segment products include metal roof and wall panels, doors, metal partitions, metal trim, insulated panels and other related accessories. The engineered building systems segment includes the manufacturing of main frames, Long Bay Systems, and engineering and drafting. It sells engineered building systems brand names: Metallic, Mid-West Steel, A & S, All American, Mesco, Star, Ceco, Robertson, Garco, Heritage and SteelBuilding.com. The Company operates approximately 40 manufacturing facilities in the United States, Mexico and China.