TREX CO INC 10-Q

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. 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. 25 Table of Contents 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. Proposal 1: 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: For Against Abstain Broker Non-Votes James A. Cline 91,265,534 5,955,022 689,178 8,810,454 Bryan H. Fairbanks 95,701,457 1,660,017 548,260 8,810,454 Patricia B. Robinson 90,332,987 6,535,808 1,040,939 8,810,454 Gena C. Lovett 96,463,791 900,600 545,343 8,810,454 Proposal 2: 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: For Against Abstain Broker Non-Votes 90,343,066 7,105,369 461,299 8,810,454 Proposal 3: 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: For Against Abstain Broker Non-Votes 104,053,811 2,600,618 65,759 — 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. 26 Table of Contents 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: May 10, 2021 By: /s/ Dennis C. Schemm Dennis C. Schemm Senior Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) Table of Contents EXHIBIT INDEX Incorporated by reference Exhibit Number 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 the Company. 8-K 3.2 May 1, 2019 001-14649 4.1 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. 8-K 4.1 January 14, 2016 001-14649 4.2 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. 8-K 4.2 January 14, 2016 001-14649 4.3 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. 8-K 4.3 January 14, 2016 001-14649 4.4 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. 8-K 4.4 January 14, 2016 001-14649 4.5 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. 8-K 4.5 January 14, 2016 001-14649 4.6 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). 8-K 4.6 January 14, 2016 001-14649 4.7 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. 8-K 4.7 January 14, 2016 001-14649 Table of Contents Incorporated by reference Exhibit Number Description Form Exhibit Filing Date File No. 4.8 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. 8-K 4.8 January 14, 2016 001-14649 4.9 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. 8-K 4.1 November 6, 2019 001-14649 4.10 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 4.11 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 4.12 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. 8-K 4.2 November 6, 2019 001-14649 4.13 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. 8-K 4.3 November 6, 2019 001-14649 4.14 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. 8-K 4.4 November 6, 2019 001-14649 4.15 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. 8-K 4.5 November 6, 2019 001-14649 4.16 Note dated May 26, 2020 payable by the Company to Regions Bank. 8-K 4.6 May 28, 2020 001-14649 Table of Contents Incorporated by reference Exhibit Number Description Form Exhibit Filing Date File No. 4.17 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 4.18 Description of Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. 10-K 4.19 February 22, 2021 001-14649 10.1** Description of Management Compensatory Plans and Arrangements. 10-K 10.1 February 14, 2019 001-14649 10.2** Trex Company, Inc. Amended and Restated 2014 Stock Incentive Plan. 10-Q 10.4 November 2, 2020 001-14649 10.3** Trex Company, Inc. Amended and Restated 1999 Incentive Plan for Outside Directors. 10-K 10.3 February 22, 2021 001-14649 10.4** Form of Trex Company, Inc. 2014 Stock Incentive Plan Stock Appreciation Rights Agreement. 10-Q 10.1 July 29, 2019 001-14649 10.5** Form of Trex Company, Inc. 2014 Stock Incentive Plan Time-Based Restricted Stock Unit Agreement. 10-Q 10.2 July 29, 2019 001-14649 10.6** Form of Trex Company, Inc. 2014 Stock Incentive Plan Performance-Based Restricted Stock Unit Agreement. 10-Q 10.3 July 29, 2019 001-14649 10.7** Form of Trex Company, Inc. Amended and Restated 1999 Incentive Plan for Outside Directors Restricted Stock Unit Agreement. 10-Q 10.2 August 3, 2015 001-14649 10.8** Change in Control Severance Agreement dated May 6, 2015 by and between Trex Company, Inc. and James E. Cline. 8-K 10.1 May 8, 2015 001-14649 10.9** 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 10.10** Severance Agreement dated May 6, 2015 by and between Trex Company, Inc. and James E. Cline. 8-K 10.2 May 8, 2015 001-14649 10.11** Amended and Restated 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 10.12** Form of Change in Control Severance Agreement between Trex Company, Inc. and Officers other than the Chief Executive Officer. 10-K 10.16 February 21, 2017 001-14649 10.13** Form of Severance Agreement between Trex Company, Inc. and Officers other than the Chief Executive Officer. 10-Q 10.1 May 8, 2015 001-14649 10.14** Form of Retention Agreement for Company Officers dated May 2, 2018. 10-Q 10.2 May 7, 2018 001-14649 10.15 Form of Indemnity Agreement for Directors. 10-K 10.19 March 12, 2009 001-14649 10.16 Form of Indemnity Agreement for Officers. 10-K 10.20 March 12, 2009 001-14649 10.17 Form of Indemnity Agreement for Director/Officers. 10-K 10.21 March 12, 2009 001.14649 10.18 Form of Distributor Agreement of Trex Company, Inc. 10-K 10.23 March 12, 2009 001-14649 Table of Contents Incorporated by reference Exhibit Number Description Form Exhibit Filing Date File No. 10.19 Form of Trex Company, Inc. Fencing Agreement for Installers/Retailers. 10-Q 10.4 November 9, 2006 001-14649 31.1* Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 31.2* Certification of Chief Financial Officer of the Company 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. § 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. ** Management contract or compensatory plan or agreement. *** Furnished herewith.