QUANEX BUILDING PRODUCTS CORPORATION (NYSE:NX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
| (iii) | The Company will pay to Mr.Wilson an amount equal to two and one-half (2.5) times the sum of (x)the Highest Bonus and (y)the amount of base salary that would have been paid during the fiscal year in which the termination date occurs based on the assumption that Mr.Wilson’s employment would have continued throughout that fiscal year at the base salary rate in effect in the fiscal year in which the termination date occurs, or in the immediately preceding fiscal year, whichever is higher; and |
| (iv) | For a period of thirty months or until Mr.Wilson begins new employment, the Company will maintain in effect, and not materially reduce the benefits provided by, certain of the Company’s benefit plans in which Mr.Wilson will participate. |
The Change in Control Agreement does not include any gross-up of excise taxes that may become due by Mr.Wilson at any point.
A brief summary of the terms of the Indemnity Agreement can be found in the Company’s Current Report on Form 8-K (Reg. No.001-33913), as filed with the Securities and Exchange Commission on August29, 2008, and incorporated herein by reference.
| Item 1.01. | Regulation FD Disclosure. |
On July24, 2017, the Company issued a press release announcing Mr.Wilson’s appointment as Vice President – Chief Operating Officer and certain other organizational changes. The foregoing is qualified by reference to the Press Release announcing Mr.Wilson’s appointment, which is filed as Exhibit99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 1.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of businesses acquired. |
Not applicable
| (b) | Pro forma financial information. |
Not applicable
| 10.1* | Agreement between Quanex Building Products Corporation and George Wilson, effective August1, 2017. |
| 10.2* | Change in Control Agreement between Quanex Building Products Corporation and George Wilson, effective August1, 2017. |
| 10.3 | Form of Indemnity Agreement between Quanex Building Products Corporation and George Wilson, effective August1, 2017, in the form filed as Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (Reg. No.001-33913), as filed with the Securities and Exchange Commission on August29, 2008, and incorporated herein by reference. |
| 99.1* | Press Release dated July24, 2017. |
Quanex Building Products CORP ExhibitEX-10.1 2 d417234dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Bill Griffiths Chairman,…To view the full exhibit click here
About QUANEX BUILDING PRODUCTS CORPORATION (NYSE:NX)
Quanex Building Products Corporation manufactures components for original equipment manufacturers (OEM) in the building products industry. The Company’s components can be categorized as window and door (fenestration) components, and kitchen and bath cabinet components. The Company operates through three segments: North American Engineered Components (NA Engineered Components), which consists of four operating segments primarily focused on the fenestration market in North America manufacturing vinyl profiles, insulating glass (IG) spacers, screens and other fenestration components; European Engineered Components (EU Engineered Components), which consists of the United Kingdom-based vinyl extrusion business, manufacturing vinyl profiles and conservatories, and the European insulating glass business manufacturing IG spacers, and North American Cabinet Components (NA Cabinet Components), which consists of the North American cabinet door and components business.