Item 5. Other Information
Item 5. Other Information
Stock Split
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 was in the form of a stock dividend distributed on September 14, 2020, to stockholders of record at the close of business on August 19, 2020. The stock split entitled each stockholder to receive one additional share of common stock for each share they held as of the record date. All common stock share and per share data for all periods presented in the accompanying unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted to reflect the stock split. The Company amended the Trex Company, Inc. Amended and Restated 2014 Stock Incentive Plan (Plan) to adjust the aggregate number of shares of stock available for issuance under Plan to reflect the two-for-one
stock split.
Item 6. Exhibits
See Exhibit Index at the end of the Quarterly Report on Form 10-Q
for the information required by this Item which is incorporated by reference.
32
SIGNATURE
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.
Date: November 2, 2020
By:
/s/ Dennis C. Schemm
Dennis C. Schemm
Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
EXHIBIT INDEX
Incorporated by reference
Exhibit
No.
Description
Form
Exhibit
Filing Date
File No.
3.1
Restated Certificate of Incorporation of Trex Company, Inc.
S-1/A
3.1
March 24, 1999
333-63287
3.2
Certificate of Amendment to the Restated Certificate of Incorporation of Trex Company, Inc. dated April 30, 2014.
10-Q
3.2
May 5, 2014
001-14649
3.3
Second Certificate of Amendment to the Restated Certificate of Incorporation of Trex Company, Inc. dated May 2, 2018.
10-Q
3.3
May 7, 2018
001-14649
3.4
Third Certificate of Amendment to the Restated Certificate of Incorporation of Trex Company, Inc. dated May 1, 2019.
8-K
3.1
May 1, 2019
001-14649
3.5
Fourth Certificate of Amendment to the Restated Certificate of Incorporation of Trex Company, Inc. dated April 29, 2020.
10-Q
3.5
May 4, 2020
001-14649
3.6
Amended and Restated By-Laws of Trex Company, Inc.
8-K
3.2
May 1, 2019
001-14649
4.1
First Amendment to the Credit Agreement by and among Trex Company, Inc. 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.
8-K
4.1
May 28, 2020
001-14649
4.2
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.
8-K
4.2
May 28, 2020
001-14649
4.3
Note dated November 5, 2019 payable by the Company to Bank of America, N.A.
8-K
4.2
November 6, 2019
001-14649
4.4
Note dated November 5, 2019 payable by the Company to Wells Fargo Bank, N.A.
8-K
4.3
November 6, 2019
001-14649
4.5
Note dated November 5, 2019 payable by the Company to Branch Banking and Trust Company (Truist Bank)
8-K
4.5
November 6, 2019
001-14649
Incorporated by reference
Exhibit
No.
Description
Form
Exhibit
Filing Date
File No.
4.6
Note dated May 26, 2020 payable by the Company to Regions Bank
8-K
4.6
May 28, 2020
001-14649
4.7
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).
8-K
4.6
November 6, 2019
001-14649
10.1***
Amended and Restated 1999 Incentive Plan for Outside Directors.
8-K
10.1
February 25, 2020
001-14649
10.2***
Change-in-Control Severance Agreement, dated as of February 21, 2020, by and between Trex Company, Inc. and Bryan H. Fairbanks.
8-K
10.2
February 25, 2020
001-14649
10.3***
Severance Agreement, dated as of February 21, 2020, by and between Trex Company, Inc. and Bryan H. Fairbanks.
8-K
10.3
February 25, 2020
001-14649
10.4* ***
Trex Company, Inc. Amended and Restated 2014 Stock Incentive Plan.
31.1*
Certification of Chief Executive Officer of Trex Company, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*
Certification of Chief Financial Officer of Trex Company, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32**
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
101.INS*
Inline 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*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.1*
Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
*
Filed herewith
**
Furnished herewith
***
Management contract or compensatory plan or agreement
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.