What changed in this filing

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Item 9A. Controls and Procedures

2020-12-11 compared with 2019-12-12 · 60 added, 85 removed, 138 unchanged (51% of the section changed)

31 unchanged sentences

QUANEX BUILDING PRODUCTS CORPORATION

December 12, 2019

December 11, 2020 /s/ Scott M.

Senior Vice President - Chief Financial Officer and Treasurer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ William C.

Chairman of the Board,

December 12, 2019

President and Chief Executive Officer

December 12, 2019

Griffiths Chairman of the Board December 11, 2020

Davis Director December 11, 2020

/s/ Joseph D.

December 12, 2019

Rupp Director December 11, 2020

/s/ Curtis M.

December 12, 2019

Stevens Director December 11, 2020

/s/ Robert R.

December 12, 2019

Buck Director December 11, 2020

/s/ Donald R.

December 12, 2019

Maier Director December 11, 2020

/s/ Meredith W.

December 12, 2019

Senior Vice President - Chief Financial Officer and Treasurer

December 12, 2019

(Principal Financial Officer)

Vice President, Chief Accounting Officer and Controller

December 12, 2019

(Principal Accounting Officer)

Mendes Director December 11, 2020

/s/ William E.

Waltz Director December 11, 2020

/s/ George L.

Wilson President and Chief Executive Officer December 11, 2020

Wilson (Principal Executive Officer)

Zuehlke Senior Vice President - Chief Financial Officer and Treasurer December 11, 2020

Zuehlke (Principal Financial Officer)

Livingston Vice President, Chief Accounting Officer and Controller December 11, 2020

Livingston (Principal Accounting Officer)

EXHIBIT INDEX

16 unchanged sentences

001-33913) as filed with the Securities and Exchange Commission on March 7, 2016, and incorporated herein by reference.

Third Amended and Restated Bylaws of the Registrant dated as of March 4, 2016, filed as Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q (Reg.

001-33913) for the quarter ended July 31, 2016, and incorporated herein by reference.

Fourth Amended and Restated Bylaws of the Registrant dated as of February 27, 2020, filed as Exhibit 3.2 of the Registrant's Quarterly Report on Form 10-Q (Reg.

001-33913) for the quarter ended January 31, 2020.

Form of Registrant’s common stock certificate, filed as Exhibit 4.1 of Amendment No.

6 unchanged sentences

001-33913) as filed with the Securities and Exchange Commission on October 18, 2018, and incorporated herein by reference.

Amendment No.

1 to Amended and Restated Credit Agreement, by and among the Company;

the lenders party thereto;

and Wells Fargo Bank, National Association, as Agent (portions redacted).

filed as Exhibit 4.3 of the Registrant's Quarterly Report on Form 10-Q (Reg.

001-33913) for the quarter ended July 31, 2020.

Quanex Building Products Corporation Amended and Restated 2008 Omnibus Incentive Plan, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (Reg.

5 unchanged sentences

001-33913), as filed with the Securities and Exchange Commission on March 17, 2008, and incorporated herein by reference.

Quanex Building Products Corporation Supplemental Employees Retirement Plan, filed as Exhibit 10.9 of Amendment No.

4 to the Registrant’s Registration Statement on Form 10 (Reg.

001-33913), as filed with the Securities and Exchange Commission on March 17, 2008, and incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number Description of Exhibits

Form of Severance Agreement between the Registrant and certain of its executive officers, filed as Exhibit 10.5 of Amendment No.

Quanex Building Products Corporation Supplemental Employees Retirement Plan, filed as Exhibit 10.9 of Amendment No.

4 to the Registrant’s Registration Statement on Form 10 (Reg.

001-33913), as filed with the Securities and Exchange Commission on February 14, 2008, and incorporated herein by reference.

Form of Indemnity Agreement between the Registrant and each of its independent directors, effective September 2, 2008, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on March 17, 2008, and incorporated herein by reference.

Form of Executive Severance Policy applicable to the Registrant and certain of its executive officers, filed as Exhibit 10.1 of the Registrant's current report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on March 2, 2020 and incorporated herein by reference.

Form of Indemnity Agreement between the Registrant and each of its independent directors, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on August 29, 2008, and incorporated herein by reference.

Form of Indemnity Agreement between the Registrant and each of its officers, effective September 2, 2008, filed as Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (Reg.

Form of Indemnity Agreement between the Registrant and each of its officers, filed as Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on August 29, 2008, and incorporated herein by reference.

5 unchanged sentences

001-33913), as filed with the Securities and Exchange Commission on July 9, 2013, and incorporated herein by reference.

Indemnity Agreement between Quanex Building Products Corporation and William C.

Griffiths, effective July 9, 2013, the form of which is filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on August 29, 2008, and incorporated herein by reference.

Form of Stock Option Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Reg.

6 unchanged sentences

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

Form of Restricted Stock Award Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

Form of Restricted Stock Award Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (Reg.

2 unchanged sentences

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

Form of Restricted Stock Award Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number Description of Exhibits

Form of Restricted Stock Unit Award Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

Form of Restricted Stock Unit Award Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K (Reg.

2 unchanged sentences

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number Description of Exhibits

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.12 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

Amended Form of Performance Share Award Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.

Amended Form of Performance Share Award Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Reg.

2 unchanged sentences

001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.

Form of Performance Share Award Agreement for Non-Employee Directors the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.16 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

Amended Form of Performance Unit Award Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.

Amended Form of Performance Unit Award Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.

Amended Form of Performance Unit Award Agreement for Key Leaders under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.

Form of Performance Unit Award Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.20 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

Form of Stock Appreciation Right Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.21 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number Description of Exhibits

Form of Stock Appreciation Right Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.22 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

Form of Stock Appreciation Right Agreement for Key Leaders under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.23 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

Form of Stock Appreciation Right Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.24 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

Form of Other Stock Based Award Agreement under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.25 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.

Amended Form of Annual Incentive Award Agreement under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (Reg.

2 unchanged sentences

001-33913), as filed with the Securities and Exchange Commission on November 1, 2019, and incorporated herein by reference.

Change in Control Agreement between Quanex Building Products Corporation and Scott Zuehlke, effective January 25, 2016, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on January 27, 2016, and incorporated herein by reference.

Indemnity Agreement between Quanex Building Products Corporation and Scott Zuehlke, effective January 25, 2016, the form of which is filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on August 29, 2008, and incorporated herein by reference.

Lease dated February 9, 2016, between Garner Properties Ltd.

6 unchanged sentences

Agreement between Quanex Building Products Corporation and George Wilson, effective August 1, 2017, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (Reg.

001-33919) as filed with the Securities and Exchange Commission on July 27, 2017.

Change in Control Agreement between Quanex Building Products Corporation and George Wilson, effective August 1, 2017, filed as Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (Reg.

001-33919) as filed with the Securities and Exchange Commission on July 27, 2017.

Form of Indemnity Agreement between Quanex Building Products Corporation and George Wilson, effective August 1, 2017, in the form filed as Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on August 29, 2008, and incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number Description of Exhibits

001-33919) as filed with the Securities and Exchange Commission on July 27, 2017, and herein incorporated by reference.

Form of Key Leader Stock Settled Performance Restricted Stock Units Award Agreement filed as Exhibit 10.50 to the Registrant's Annual Report on Form 10-K (Reg.

4 unchanged sentences

001-33913) as filed with the Securities and Exchange Commission on October 12, 2018, and incorporated herein by reference.

Agreement between Quanex Building Products Corporation and Mark A.

Livingston, effective January 30, 2019.

Agreement between Quanex Building Products Corporation and Mark Livingston, effective November 1, 2019, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on November 1, 2019, and incorporated herein by reference.

Indemnity Agreement between Quanex Building Products Corporation and Mark Livingston, effective November 1, 2019, the form of which is filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on August 29, 2008, and incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number Description of Exhibits

Agreement between Quanex Building Products Corporation and Paul Cornett, effective November 1, 2019, filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on November 1, 2019, and incorporated herein by reference.

Indemnity Agreement between Quanex Building Products Corporation and Paul Cornett, effective November 1, 2019, the form of which is filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on August 29, 2008, and incorporated herein by reference.

Quanex Building Products Corporation 2020 Omnibus Incentive Plan filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on March 2, 2020, and incorporated herein by reference.

Form of Restricted Stock Award Agreement for Employees under the Quanex Building Products Corporation 2020 Omnibus Incentive Plan, filed as Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (Reg.

001-33913) as filed with the Securities and Exchange Commission on March 6, 2020, and incorporated herein by reference.

Form of Annual Incentive Award Agreement for Employees under the Quanex Building Products Corporation 2020 Omnibus Incentive Plan, filed as Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (Reg.

001-33913) as filed with the Securities and Exchange Commission on June 5, 2020, and incorporated herein by reference.

Form of Restricted Stock Award Agreement for Employees under the Quanex Building Products Corporation 2020 Omnibus Incentive Plan, filed as Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q (Reg.

001-33913) as filed with the Securities and Exchange Commission on June 5, 2020, and incorporated herein by reference.

Form of Restricted Stock Unit Award Agreement for Employees under the Quanex Building Products Corporation 2020 Omnibus Incentive Plan, filed as Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q (Reg.

001-33913) as filed with the Securities and Exchange Commission on June 5, 2020, and incorporated herein by reference.

Form of Performance Share Award Agreement for Employees under the Quanex Building Products Corporation 2020 Omnibus Incentive Plan, filed as Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q (Reg.

001-33913) as filed with the Securities and Exchange Commission on June 5, 2020, and incorporated herein by reference.

Form of Performance Restricted Stock Unit Award Agreement for Employees under the Quanex Building Products Corporation 2020 Omnibus Incentive Plan, filed as Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q (Reg.

001-33913) as filed with the Securities and Exchange Commission on June 5, 2020, and incorporated herein by reference.

Form of Restricted Stock Unit Award Agreement for independent Directors under the Quanex Building Products Corporation 2020 Omnibus Incentive Plan.

Subsidiaries of the Registrant.

3 unchanged sentences

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Filed herewith

† Management Compensation or Incentive Plan

*101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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EXHIBIT INDEX

Exhibit Number Description of Exhibits

* Filed herewith

† Management Compensation or Incentive Plan

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the Registrant and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures