Quanex Building Products Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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 October 28, 2025, the Board of Directors (the “Board”) of Quanex Building Products Corporation (the “Company”), acting upon the recommendation of its Nominating and Corporate Governance Committee, appointed Mary K. Lawler, age 60, to the Board, effective November 1, 2025. Ms. Lawler was appointed to a term ending at the Company’s next annual meeting of shareholders to be held in 2026.
Ms. Lawler is the Senior Vice President, Chief Human Resources Officer of Illinois Tool Works Inc. (NYSE: ITW), a global manufacturer of a diversified range of industrial products and equipment. Ms. Lawler joined ITW in October 2014 and previously served as Executive Vice President, Human Resources for GATX Corporation. Prior to joining GATX, she held a wide range of positions in operations, human resources, and law with Tribune Media (formerly Tribune Company). Ms. Lawler began her professional career as an attorney in private practice. Ms. Lawler graduated with a bachelor’s degree in history from the College of the Holy Cross and received a Juris Doctor from the University of Notre Dame.
There is no arrangement or understanding between Ms. Lawler and any other person pursuant to which Ms. Lawler was selected as a director. Since November 1, 2023, Ms. Lawler has not had any direct or indirect interest in any transaction or series of similar transactions contemplated by the language of Item 404(a) of Regulation S-K. There are no family relationships between Ms. Lawler and any other director or executive officer of the Company.
In conjunction with her appointment, the Board has appointed Ms. Lawler to the Board’s Compensation & Management Development and Nominating & Corporate Governance Committee. Ms. Lawler will be compensated for her service as a director and committee member pursuant to the Company’s standard director compensation practices, as set forth in the Company’s Corporate Governance Guidelines and more fully discussed in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on January 28, 2025 (the “2025 Proxy”). Pursuant to this standard compensation practice and as more fully described in the 2025 Proxy, Ms. Lawler is receiving an annual grant of Restricted Stock Units on November 3, 2025, the first business day of the Company’s fiscal year. The Company also intends to enter into an indemnification agreement with Ms. Lawler in the same form as the Company’s standard indemnification agreement with its other directors, which is filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 29, 2008.
The foregoing is qualified by reference to the Press Release announcing Ms. Lawler’s appointment 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.
| (d) | Exhibits. |
| Exhibit 99.1. | Press release dated October 28, 2025. |
| Exhibit 104. | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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) | ||
| October 28, 2025 | /s/ Paul B. Cornett | |
| (Date) | Paul B. Cornett | |
| Senior Vice President – General Counsel and Secretary |