Quanex Building Products CORP 10-Q

Item 5. Other Information Effective June 1, 2023, the Company elected to terminate the Quanex Building Products Corporation Restoration Plan, filed as Exhibit 10.8 of Amendment No. 4 to the Company’s Registration Statement on Form 10 (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on March 17, 2008, as amended (the “Restoration Plan”). In connection with the termination, the Company entered into the Amendment to the Restoration Plan (the “RP Amendment”). The RP Amendment provides that covered participants of the Restoration Plan shall receive a single lump-sum distribution of any accrued benefits under the Restoration Plan on or around June 03, 2024, provided, that, covered participants in the Restoration Plan who incur a separation from service on or before December 1, 2023 shall receive their lump distribution from the Restoration Plan on the six-month anniversary of their separation from service with the Company and its subsidiaries. Effective June 1, 2023, the Company elected to terminate the Quanex Building Products Corporation Supplemental Employees Retirement Plan, filed as Exhibit 10.9 of Amendment No. 4 to the Company’s Registration Statement on Form 10 (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on March 17, 2008, as amended (the “SERP”). In connection with the termination, the Company entered into the Amendment to the SERP (the “SERP Amendment”). The SERP Amendment provides that covered participants of the SERP shall receive a single lump-sum distribution of any accrued benefits under the SERP on or around June 03, 2024. 37 Table of Contents The description of the RP Amendment and the SERP Amendment contained in this Form 10-Q is not intended to be complete, and is qualified in its entirety by reference to the complete text of the RP Amendment and the SERP Amendment, a copy of which is attached as Exhibit 10.1 and Exhibit 10.2 and, respectively, and incorporated by reference herein. Item 6. Exhibits The exhibits required to be furnished pursuant to Item 6 are listed in the Exhibit Index filed herewith, which Exhibit Index is incorporated herein by reference. 38 Table of Contents SIGNATURES 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 thereunto duly authorized. QUANEX BUILDING PRODUCTS CORPORATION Date: June 2, 2023 /s/ Scott M. Zuehlke Scott M. Zuehlke Senior Vice President - Chief Financial Officer & Treasurer (Principal Financial Officer) 39 Table of Contents EXHIBIT INDEX Exhibit Number Description of Exhibits 3.1 Restated Certificate of Incorporation of the Registrant dated as of March 4, 2016, filed as Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on March 7, 2016, and incorporated herein by reference. 3.2 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. No. 001-33913) for the quarter ended January 31, 2020, and incorporated herein by reference. 4.1 Form of Registrant’s Common Stock certificate, filed as Exhibit 4.1 of Amendment No. 1 to the Registrant’s Registration Statement on Form 10-Q (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on February 14, 2008, and incorporated herein by reference. 4.2 Second Amended and Restated Credit Agreement dated as of July 6, 2022, by and among the Company; the lenders party thereto; and Wells Fargo Bank, National Association, as Agent; filed as Exhibit 10.1 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on July 6, 2022, and incorporated herein by reference. 4.3 Asset Purchase Agreement, dated November 1, 2022, among Quanex IG Systems, Inc., LMI Custom Mixing, LLC, Lauren International, Ltd. and Meteor-US-Beteiligungs GMBH, as filed as Exhibit 2.1 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on November 1, 2022, and incorporated herein by reference. 4.4 First Amendment to the Amended and Completely Restated Lease Agreement by and among Quanex IG Systems, Inc. and Lauren Real Estate Holding LLC, dated November 1, 2022 as filed as Exhibit 10.1 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on November 1, 2022, and incorporated herein by reference. *10.1 Amendment to Quanex Building Products Corporation Restoration Plan, dated June 1, 2023. *10.2 Amendment to Quanex Building Products Corporation Supplemental Employees Retirement Plan, dated June 1, 2023. *31.1 Certification by chief executive officer pursuant to Rule 13a-14(a)/15d-14(a). *31.2 Certification by chief financial officer pursuant to Rule 13a-14(a)/15d-14(a). *32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *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. *101.SCH XBRL Taxonomy Extension Schema Document *101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *101.DEF XBRL Taxonomy Extension Definition Linkbase Document *101.LAB XBRL Taxonomy Extension Label Linkbase Document *101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has not filed with this Quarterly Report on Form 10-Q 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. The Registrant agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request. 40