What changed in this filing

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Item 5. Other Information

2021-05-10 compared with 2020-11-02 · 98 added, 14 removed, 64 unchanged (64% of the section changed)

7 unchanged sentences

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

Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 6, 2021.

Only holders of the Company’s common stock at the close of business on March 10, 2021 (Record Date) were entitled to vote at the Annual Meeting.

As of the Record Date, there were 115,859,557 shares of common stock entitled to vote.

A total of 106,720,188 shares of common stock (92.11%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

The stockholders voted on three proposals at the Annual Meeting.

The proposals are described in detail in the Company’s definitive proxy statement dated March 23, 2021.

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

The Company’s stockholders elected three directors to the Board to serve for a three-year term until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified.

The votes regarding this proposal were as follows:

Broker Non-Votes

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 23, 2021.

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, 2021.

The votes regarding this proposal were as follows:

Broker Non-Votes

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

2 unchanged sentences

TREX COMPANY, INC.

November 2, 2020

/s/ Dennis C.

Vice President and Chief Financial Officer

Senior Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

11 unchanged sentences

dated April 29, 2020.

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

Amended and Restated By-Laws of the Company.

Third Amended and Restated Credit Agreement dated as of January 12, 2016 between the Company, as borrower;

the subsidiaries of the Company as guarantors;

Bank of America, N.A., as a Lender, Administrative Agent, Swing Line Lender and Letter of Credit Issuer;

and certain other lenders arranged by Bank of America Merrill Lynch as Sole Lead Arranger and Sole Bookrunner.

January 14, 2016

Revolver Note dated January 12, 2016 payable by the Company to Bank of America, N.A.

in the amount of the lesser of $110,000,000 or the outstanding revolver advances made by Bank of America, N.A.

January 14, 2016

Revolver Note dated January 12, 2016 payable by the Company to Citibank, N.A.

in the amount of the lesser of $75,000,000 or the outstanding revolver advances made by Citibank, N.A.

January 14, 2016

Revolver Note dated January 12, 2016 payable by the Company to Capital One, N.A.

in the amount of the lesser of $35,000,000 or the outstanding revolver advances made by Capital One, N.A.

January 14, 2016

Revolver Note dated January 12, 2016 payable by the Company to SunTrust Bank in the amount of the lesser of $30,000,000 or the outstanding revolver advances made by SunTrust Bank.

January 14, 2016

Third Amended and Restated Security and Pledge Agreement dated as of January 12, 2016 between the Company, as debtor, and Bank of America, N.A.

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

January 14, 2016

Assignment of Amended and Restated Credit Line Deed of Trust, Substitution of Trustee and Amendment, dated as of January 12, 2016, by and among the Company as grantor, PRLAP, INC, as trustee, and Bank of America, N.A., as Administrative Agent for Bank of America, N.A., Citibank, N.A., Capital One, N.A., and SunTrust Bank, as Beneficiaries relating to real property partially located in the County of Frederick, Virginia and partially located in the City of Winchester, Virginia.

January 14, 2016

Incorporated by reference

Amended and Restated Deed of Trust, dated as of January 12, 2016, by and among the Company as grantor, First American Title Insurance Company, as trustee, and Bank of America, N.A., Citibank, N.A., Capital One, N.A., and SunTrust Bank, as Beneficiaries relating to real property located in the County of Fernley, Nevada.

January 14, 2016

Fourth Amended and Restated Credit Agreement dated as of November 5, 2019 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, SunTrust Bank, and Branch Banking and Trust Company arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner.

November 6, 2019

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

12 unchanged sentences

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

in the amount of the lesser of $125,000,000 or the outstanding revolver advances made by Bank of America, N.A.

November 6, 2019

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

in the amount of the lesser of $70,000,000 or the outstanding revolver advances made by 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)

Note dated November 5, 2019 payable by the Company to SunTrust Bank in the amount of the lesser of $30,000,000 or the outstanding revolver advances made by SunTrust Bank.

November 6, 2019

Incorporated by reference

Note dated November 5, 2019 payable by the Company to Branch Banking and Trust Company in the amount of the lesser of $25,000,000 or the outstanding revolver advances made by Branch Banking and Trust Company.

November 6, 2019

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

Incorporated by reference

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;

2 unchanged sentences

November 6, 2019

Description of Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

February 22, 2021

Description of Management Compensatory Plans and Arrangements.

February 14, 2019

Trex Company, Inc.

Amended and Restated 2014 Stock Incentive Plan.

November 2, 2020

Trex Company, Inc.

Amended and Restated 1999 Incentive Plan for Outside Directors.

February 22, 2021

Form of Trex Company, Inc.

2014 Stock Incentive Plan Stock Appreciation Rights Agreement.

July 29, 2019

Form of Trex Company, Inc.

2014 Stock Incentive Plan Time-Based Restricted Stock Unit Agreement.

July 29, 2019

Form of Trex Company, Inc.

2014 Stock Incentive Plan Performance-Based Restricted Stock Unit Agreement.

July 29, 2019

Form of Trex Company, Inc.

Amended and Restated 1999 Incentive Plan for Outside Directors Restricted Stock Unit Agreement.

August 3, 2015

Change in Control Severance Agreement dated May 6, 2015 by and between Trex Company, Inc.

Change-in-Control Severance Agreement, dated as of February 21, 2020, by and between Trex Company, Inc.

February 25, 2020

Severance Agreement, dated as of February 21, 2020, by and between Trex Company, Inc.

Severance Agreement dated May 6, 2015 by and between Trex Company, Inc.

Amended and Restated Severance Agreement, dated as of February 21, 2020, by and between Trex Company, Inc.

February 25, 2020

Trex Company, Inc.

Amended and Restated 2014 Stock Incentive Plan.

Certification of Chief Executive Officer of Trex Company, Inc.

pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Certification of Chief Financial Officer of Trex Company, Inc.

pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Form of Change in Control Severance Agreement between Trex Company, Inc.

and Officers other than the Chief Executive Officer.

February 21, 2017

Form of Severance Agreement between Trex Company, Inc.

and Officers other than the Chief Executive Officer.

Form of Retention Agreement for Company Officers dated May 2, 2018.

Form of Indemnity Agreement for Directors.

March 12, 2009

Form of Indemnity Agreement for Officers.

March 12, 2009

Form of Indemnity Agreement for Director/Officers.

March 12, 2009

Form of Distributor Agreement of Trex Company, Inc.

March 12, 2009

Incorporated by reference

Form of Trex Company, Inc.

Fencing Agreement for Installers/Retailers.

November 9, 2006

Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

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).

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.

6 unchanged sentences

Filed herewith.

Furnished herewith

Management contract or compensatory plan or agreement.

Furnished herewith.

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