What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2020-08-03 compared with 2020-05-04 · 35 added, 30 removed, 39 unchanged (63% of the section changed)

Other Information

Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on April 29, 2020.

Only holders of the Company’s common stock at the close of business on March 2, 2020 (Record Date) were entitled to vote at the Annual Meeting.

As of the Record Date, there were 58,206,523 shares of common stock entitled to vote.

A total of 55,433,633 shares of common stock (95.24%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

The stockholders voted on four proposals at the Annual Meeting.

The proposals are described in detail in the Company’s definitive proxy statement dated March 17, 2020.

The final results for the votes regarding each proposal are set forth below.

The Company’s stockholders elected four directors to the Board to serve for a three-year term until the 2023 annual meeting of stockholders.

The votes regarding this proposal were as follows:

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s executive officers named in the Company’s definitive proxy statement dated March 17, 2020.

The votes regarding this proposal were as follows:

Broker Non-Votes

The Company’s stockholders approved the Fourth Certificate of Amendment to the Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock, $0.01 par value per share, from 120 million to 180 million.

The votes regarding this proposal were as follows:

Broker Non-Votes

The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020.

The votes regarding this proposal were as follows:

Broker Non-Votes

Amendment of Restated Certificate of Incorporation

At the annual meeting of stockholders of the Company held on April 29, 2020, the Company’s stockholders approved an amendment of the Company’s Restated Certificate of Incorporation (Amendment), effective as of April 29, 2020.

The Company’s Board of Directors unanimously approved the Amendment on February 19, 2020, subject to stockholder approval.

The Amendment increases the number of shares of common stock, par value $.01 per share, that the Company is authorized to issue from 120 million shares to 180 million shares.

The Amendment was filed with the Delaware Secretary of State on April 29, 2020.

The foregoing description of certain terms and conditions in the Amendment is qualified in its entirety by reference to the full text of the Restated Certificate of Incorporation of the Company, which is filed as Exhibit 3.1 to this Form 10-Q,

the First Amendment of the Restated Certificate of Incorporation of the Company, which is filed as Exhibit 3.2, the Second Amendment of the Restated Certificate of Incorporation, which is filed as Exhibit 3.3, the Third Amendment of the Restated Certificate of Incorporation of the Company, which is filed as Exhibit 3.4, and the Fourth Amendment of the Restated Certificate of Incorporation, which is filed as Exhibit 3.5, all of which are incorporated herein by reference in their entirety.

On July 29, 2020, the Company’s Board of Directors approved a two-for-one

stock split of the Company’s common stock, par value, $0.01.

The stock split will be in the form of a stock dividend to be distributed on September 14, 2020, to stockholders of record at the close of business on August 19, 2020.

The condensed consolidated financial statements presented in this Form 10-Q

appropriately do not reflect the effects of the stock split.

See Exhibit Index at the end of the Quarterly Report on Form 10-Q

for the information required by this Item which is incorporated herein by reference.

for the information required by this Item which is incorporated by reference.

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.

TREX COMPANY, INC.

President and Chief Executive Officer

(Duly Authorized Officer)

August 3, 2020

/s/ Dennis C.

Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

EXHIBIT INDEX

11 unchanged sentences

Amended and Restated By-Laws of Trex Company, Inc.

First Amendment to the Credit Agreement by and among Trex Company, Inc.

Trex Commercial Products, Inc.

as guarantor;

Bank of America, N.A.

as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

and certain other lenders including Wells Fargo Bank, N.A., who is also Syndication Agent;

and Regions Bank, arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner dated May 26, 2020.

Fourth Amended and Restated Credit Agreement between the Company, as borrower;

Trex Commercial Products, Inc., as guarantor, Bank of America, N.A., as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

and certain other lenders including Wells Fargo Bank, N.A., who is also Syndication Agent, Truist Bank;

and Regions Bank, arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner, dated May 26, 2020.

Note dated November 5, 2019 payable by the Company to Bank of America, N.A.

November 6, 2019

Note dated November 5, 2019 payable by the Company to Wells Fargo Bank, N.A.

November 6, 2019

Note dated November 5, 2019 payable by the Company to Branch Banking and Trust Company (Truist Bank)

November 6, 2019

Incorporated by reference

Note dated May 26, 2020 payable by the Company to Regions Bank

Fourth Amended and Restated Security and Pledge Agreement dated as of November 5, 2019 between the Company, as debtor, Trex Commercial Products, Inc., as additional obligor;

and Bank of America, N.A.

as Administrative Agent (including Notices of Grant of Security Interest in Copyrights and Trademarks).

November 6, 2019

Amended and Restated 1999 Incentive Plan for Outside Directors.

13 unchanged sentences

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Incorporated by reference

Inline XBRL Taxonomy Extension Definition Linkbase Document.

6 unchanged sentences

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-Q

Item 5. Other Information