QUANEX BUILDING
PRODUCTS CORPORATION
January 23, 2015
1800 West Loop South
Dear Fellow Stockholder:
Suite 1500
Houston, Texas 77027
(713) 961–4600
You are cordially invited to attend the Company’s Annual Meeting of Stockholders
to be held at 8:00 a.m., C.S.T., on Thursday, February 26, 2015, at the Company’s
principal executive offices at 1800 West Loop South, Suite 1500, Houston, Texas.
This year you will be asked to vote in favor of the election of two directors, in
favor of an advisory vote approving the Company’s
named executive officer
compensation, and in favor of a resolution ratifying the Company’s appointment of its
independent auditor for the 2015 fiscal year. These proposals are more fully explained in
the attached proxy statement, which you are encouraged to read.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN
FAVOR OF EACH PROPOSAL OUTLINED IN THE ATTACHED PROXY
.
THE BOARD FURTHER URGES YOU TO VOTE AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING.
Thank you for your continued support.
Sincerely,
William C. Griffiths
Chairman of the Board
YOUR VOTE IS IMPORTANT
QUANEX BUILDING PRODUCTS CORPORATION
PROXY STATEMENT
TABLE OF CONTENTS
Item
Page
Notice of Annual Meeting of Stockholders ………………………………………………………………………………………………………………………..
1
Proxy Statement ………………………………………………………………………………………………………………………………………………………………
2
Matters to Come Before the Meeting ………………………………………………………………………………………………………………………………..
3
Proposal No. 1: Election of Directors ………………………………………………………………………………………………………………………..
3
Proposal No. 2: Advisory Vote Approving Named Executive Officer Compensation ………………………………………………………
7
Proposal No. 3: Ratification of Appointment of Independent Audit Firm ……………………………………………………………………….
8
Executive Officers ………………………………………………………………………………………………………………..………………………………………….
9
Director and Officer Compensation …………………………..……………………………………………………………………………………………………..
11
Director Compensation …………………………………………………………………………………………………………………………………………….
11
Compensation Discussion and Analysis ……………………………………………………………………………………………………………………..
13
Introduction …………………………………………………………………………………………………………………………………………….……
13
Executive Summary ……………………………………………………………………………………………………………………………………….
13
Compensation Objectives ……………………………………………………………………………………………………………………………….
15
Competitive Positioning …………………………………………………………………………………………………………………………………
16
Program Description……………………………………………………………………………………………………………………………………..
17
Fiscal Year 2014 Long Term Incentive Program Design …………………………………………………………………………………….
20
Processes and Procedures for Determining Executive Compensation …………………………………………………………………..
23
Other Compensation Items ……………………………………………………………………………………………………………………………..
26
Employment Agreements and Potential Payments upon Termination or Change in Control …………………………………….
27
Post–Employment Compensation Table ……………………………………………………………………………………………………………
31
Summary Compensation Table …………………………..……………………………………………………………………………………………
33
Grants of Plan–Based Awards …………………………………………………………………………………………………………………………
36
Outstanding Equity Awards…………………………………………………………………………………………………………………………….
37
Option Exercises and Stock Vested in Fiscal 2014 …………………………………………………………………………………………….
39
Pension Benefits ……………………………………………………………………………………………………………………………………………
39
Qualified Defined Contribution Plans …………………………..………………………………………………………………………………….
43
Stock Purchase Plans …………………………..………………………………………………………………………………………………………..
44
Nonqualified Defined Benefit and Other Nonqualified Deferred Compensation Plans ……………………………………………
46
Common Stock Ownership ……………………………………………………….……………………………………………………………………………………..
49
Section 16(a) Beneficial Ownership Reporting Compliance ………………………………………………………………………………………….
49
Corporate Governance …………………………………………………………………………………………………………………………………………….………
50
Corporate Governance Guidelines ……………………………………………………………………………………………………………………………..
50
Communications with the Company ………………………………………………………………………………………………………………………….
55
Structure and Committees of the Board of Directors …………………………………………………………………………………………………………
57
Audit Committee …………………………………………………………………………………………………………………………………………………….
57
Compensation & Management Development Committee ……………………………………………………….…………………………………….
60
Nominating & Corporate Governance Committee ……………………………………………………………………………………………………….
60
Executive Committee ………………………………………………………………………………………………………………………………………………
62
Risk Oversight …………………………………………………………………………………………………………………………………………….………….
62
Further Information …………………………..……………………………………………………………………………………………………………………………
63
Principal Stockholders ……………………………………………………….…………………………………………………………………………………….
63
Other Matters and Stockholder Proposals …………………………………………………………………………………………………………………..
64
1
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held February 26, 2015
________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Quanex Building Products Corporation,
a Delaware corporation (the “Company” or “Quanex”), will be held at the principal executive offices of the Company,
1800 West Loop South, Suite 1500, Houston, Texas, 77027, on Thursday, February 26, 2015, at 8:00 a.m., C.S.T., for the
following purposes:
(1) To elect two directors to serve until the Annual Meeting of Stockholders in 2018;
(2) To approve an advisory resolution approving the compensation of the Company’s named executive officers;
(3) To approve a resolution ratifying the appointment of the Company’s independent auditor for fiscal 2015; and
(4) To transact such other business as may properly come before the meeting or any adjournment or adjournments
thereof.
Information with respect to the above matters is set forth in the Proxy Statement that accompanies this Notice.
The Board of Directors of the Company (the “Board of Directors” or “Board”) has fixed the close of business on
January 7, 2015, as the record date for determining stockholders entitled to notice of and to vote at the meeting. A complete
list of the stockholders entitled to vote at the meeting will be maintained at the Company’s principal executive offices, will be
open to the examination of any stockholder for any purpose germane to the meeting during ordinary business hours for a
period of ten days prior to the meeting, and will be made available at the time and place of the meeting during the whole time
thereof.
Please execute your vote promptly. Your designation of a proxy is revocable and will not affect your right to
vote in person if you find it convenient to attend the meeting and wish to vote in person.
The Company’s Annual Report to Stockholders for the fiscal year ended October 31, 2014, accompanies this Notice.
By order of the Board of Directors,
Kevin P. Delaney
Senior Vice President – General Counsel
and Secretary
Houston, Texas
January 23, 2015
2
____________________
PROXY STATEMENT
____________________
Annual Meeting of Stockholders
To Be Held February 26, 2015
This Proxy Statement and the accompanying form of proxy are to be first mailed on or about January 23, 2015, to all
holders of record on January 7, 2015 (the “Record Date”), of the common stock, $.01 par value (the “Common Stock”), of
Quanex Building Products Corporation, a Delaware corporation (the “Company”). These materials are furnished in
connection with the solicitation of proxies by the Board of Directors of the Company to be used at the Annual Meeting of
Stockholders to be held at the Company’s principal executive offices, 1800 West Loop South, Suite 1500, Houston, Texas,
77027, at 8:00 a.m., C.S.T., on Thursday, February 26, 2015, and at any adjournment or adjournments thereof. Shares of
Common Stock represented by any un–revoked proxy in the enclosed form, if such proxy is properly executed and is received
prior to the meeting, will be voted in accordance with the specifications made on such proxy. Proxies on which no
specifications have been made will be voted FOR the election as director of the nominees listed herein and FOR each other
proposal included herein. Proxies are revocable by written notice to the Secretary of the Company at the address of the
Company set forth below, or by delivery of a later dated proxy, at any time prior to their exercise. Proxies may also be
revoked by a stockholder attending and voting in person at the meeting.
The Common Stock is the only class of securities of the Company that is entitled to vote at the meeting. As of the
close of business on the Record Date, the date for determining stockholders who are entitled to receive notice of and to vote
at the meeting, there were 34,799,047 shares of Common Stock outstanding. Each share is entitled to one vote. The presence
at the meeting, in person or by proxy, of the holders of a majority of shares of Common Stock is necessary to constitute a
quorum. Abstentions and broker non–votes are counted as present in determining whether the quorum requirement is
satisfied.
The cost of soliciting proxies will be borne by the Company. Solicitation may be made personally or by mail,
telephone or electronic data transfer by officers, directors and regular employees of the Company (who will not receive any
additional compensation for any solicitation of proxies), or by the firm of Alliance Advisors, LLC, which has been retained
by the Company to assist in the solicitation for a fee of approximately $6,500. The Company will also reimburse brokerage
houses and other custodians, nominees and fiduciaries for their reasonable expenses for sending proxy materials to the
beneficial owners of Common Stock. The mailing address of the Company’s principal executive office is 1800 West Loop
South, Suite 1500, Houston, Texas, 77027.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON FEBRUARY 26, 2015:
Our Proxy Statement and 2014 Annual Report are available online at the following web address:
http://www.quanex.com/2014AR
In accordance with Securities and Exchange Commission rules, this website provides complete anonymity with
respect to any stockholder accessing it.
3
MATTERS TO COME BEFORE THE MEETING
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Two directors are to be elected at the meeting. The Company’s Certificate of Incorporation and Amended and
Restated Bylaws both provide that the Board of Directors shall be divided into three classes as nearly equal in number as
possible, with the terms of office of the classes expiring at different times. Directors are divided into three classes, with
Classes I, II, and III standing for election at the annual meetings of stockholders in 2017, 2015 and 2016, respectively. The
terms of office of Robert R. Buck and Joseph D. Rupp expire at the 2015 Annual Meeting. Mr. Buck was elected by the
stockholders in 2012 to a term ending in 2015. Following the July 2013 resignation of David D. Petratis as a director and in
order to ensure that the Board remains divided into three classes as nearly equal in number as possible, Mr. Rupp resigned as
a Class I director and was immediately re–elected by the Board as a Class II Director, with a term ending in 2015. Messrs.
Buck and Rupp are each standing for re–election for a term expiring at the 2018 annual meeting. Messrs. Griffiths and
Nosbaum were elected to a term ending in 2016 at the 2013 Annual Meeting, while Ms. Davis and Mr. Stevens were elected
to a term ending in 2017 at the 2014 Annual Meeting.
In reviewing the information contained in this Proxy Statement that relates to our directors and officers, it is
important to note that Quanex Building Products Corporation was initially created on December 12, 2007, in connection with
the April 2008 spin–off of the building products business of Quanex Corporation, and the related merger of Quanex
Corporation with Gerdau S.A. In connection with these transactions, the directors and officers of Quanex Corporation
became the directors and officers of Quanex Building Products Corporation. As such, we have listed these “carryover”
directors and officers as beginning with the Company in 2007 despite the fact that they may have served in similar positions
with Quanex Corporation prior to that time. For information related to the transaction, the origins of Quanex Building
Products Corporation, and any pre–transaction service as a director or officer of Quanex Corporation, please see (a) the
Company’s Annual Report on Form 10–K for the fiscal year ended October 31, 2008, (b) the Information Statement attached
as Exhibit 99.1 to the Company’s Registration Statement on Form 10, filed April 4, 2008 and effective April 9, 2008, and (c)
Quanex Corporation’s Annual Report on Form 10–K, as amended by Form 10–K/A, for the fiscal year ended
October 31, 2007.
Nominees for election for term expiring at the
2018 Annual Meeting (Class II Directors)
Principal Occupation
Age
Director
Since
Joseph D. Rupp
Chairman, President and Chief Executive Officer of Olin
Corporation, a basic materials company concentrated in
chemicals and ammunition (Clayton, Missouri).
64
2007
Robert R. Buck
Chairman of the Board of Beacon Roofing Supply, Inc., a
leading distributor of roofing materials (Herndon, Virginia).
67
2011
Directors whose terms expire at the 2016
Annual Meeting (Class III Directors)
Principal Occupation
Age
Director
Since
William C. Griffiths
Chairman, President and Chief Executive Officer, Quanex
Building Products Corporation (Houston, Texas).
63
2009
LeRoy D. Nosbaum
Retired President and Chief Executive Officer of Itron, Inc., a
leading technology provider to the global energy and water
industries and a leading provider of intelligent metering, data
collection and utility software solutions (Liberty Lake,
Washington).
68
2010
4
Directors whose terms expire at the 2017
Annual Meeting (Class I Directors)
Principal Occupation
Age
Director
Since
Susan F. Davis
Executive Vice President and Chief Human Resources Officer
of Johnson Controls, Inc., a global leader in automotive
systems, building efficiency and power solutions (Milwaukee,
Wisconsin).
61
2007
Curtis M. Stevens
Chief Executive Officer and a director of Louisiana–Pacific
Corporation, a leading building materials manufacturer
(Nashville, Tennessee).
62
2010
Director Biographies, Key Attributes, and Skills
ROBERT BUCK, age 67
Biography: Mr. Buck is the Chairman of the Board of Beacon Roofing Supply, Inc., a $2.3 billion NASDAQ traded
roofing materials distributor. Prior to becoming Executive Chairman in early 2011, Mr. Buck served as Chairman and CEO
of Beacon from 2007 to 2011; as Chairman, President and CEO in 2007; and as President and CEO from 2003 to 2007. Prior
to joining Beacon in 2003, Mr. Buck spent 21 years with Cintas Corporation in various executive positions. Mr. Buck holds
a B.S. in Finance from the University of Cincinnati.
Key Attributes, Experience, and Skills: During his time at Beacon Roofing and Cintas Corporation, Mr. Buck has
developed extensive executive leadership, finance and accounting expertise. Mr. Buck has also participated in numerous
mergers and acquisitions and has strong corporate governance experience. In addition, Mr. Buck’s tenure at Beacon Roofing
has provided him substantial experience in the building products industry. Mr. Buck has also amassed a good deal of public
company board experience through his service on the boards of Beacon Roofing Supply, Multi–Color Corporation, and
Kendle International.
Other Directorships Since 2009: Mr. Buck currently serves on the board of Beacon Roofing Supply, Inc., and as the
Chairman of the board of Multi–Color Corporation, and served on the board of Kendle International, Inc., a former Nasdaq–
traded company, until 2011. Mr. Buck also serves on the boards of privately held TruGreen Landcare and Elkay
Manufacturing Co.
SUSAN DAVIS, age 61
Biography: Ms. Davis was appointed in 2014 as the Executive Vice President and Chief Human Resources Officer
for Johnson Controls, Inc., a global leader in automotive systems, building efficiency and power solutions. Ms. Davis
previously served as Executive Vice President of Human Resources for Johnson Controls from 2006 to 2014, and as Vice
President of Human Resources from 1994 to 2006. Prior to that time, she served in various other positions with Johnson
Controls, which she originally joined in 1983. Johnson Controls is a $43 billion NYSE–traded company.
Key Attributes, Experience, and Skills: As the executive leader of Human Resources for Johnson Controls since
1994, Ms. Davis has acquired extensive management, corporate governance, public company, and international business
expertise. She has also worked extensively with executive compensation and management development issues. Further, Ms.
Davis’ time as a director for Butler Manufacturing and Johnson Controls’ status as a global leader in building efficiency
products and controls has provided Ms. Davis with the opportunity to accumulate extensive experience in the building
products industry and with manufacturing processes, both of which are very valuable in her service as a director of the
Company. Ms. Davis also gained public company board experience as a result of her prior service as a director for Butler
Manufacturing and Quanex Corporation.
WILLIAM GRIFFITHS, age 63
Biography: Mr. Griffiths was elected Chairman, President and Chief Executive Officer of Quanex Building
Products in July 2013, after serving as a director of the Company beginning in 2009. Prior to joining the Company as an
employee in 2013, Mr. Griffiths served as the Managing Director and a member of the board of directors of Sealine
5
(International) Ltd., a privately held manufacturer of yachts and other marine vessels based in the United Kingdom, from
2012 until it was sold in June 2013. Prior to joining Sealine in 2012, Mr. Griffiths served as Chairman of the Board,
President and CEO of Champion Enterprises, Inc., a NYSE–traded producer of modular and manufactured housing until
2010. He joined Champion as a Director, and as President and Chief Executive Officer, in August 2004, and was named
Chairman of the Board in 2006. Champion filed for Chapter 11 bankruptcy on November 15, 2009. From 2001 to 2004, Mr.
Griffiths was President – Fluid Systems Division at SPX Corporation, a global multi–industry company located in Charlotte,
North Carolina. Mr. Griffiths graduated from the University of London with a B.S. with Honors in Mining Engineering. In
addition, Mr. Griffiths is a graduate of the Harvard Business School’s PMD executive education program.
Key Attributes, Experience, and Skills: During his tenure as CEO of Champion Enterprises, Mr. Griffiths gained
extensive experience with manufacturing processes, corporate governance, and public company issues. Champion also
provided Mr. Griffiths with valuable expertise and insight into the building products industry, which he has continued to
build during his tenure at Quanex Building Products. In addition, Mr. Griffiths’ time as a senior leader at SPX Corporation
provided him with extensive and wide–reaching expertise in international operations management and international business
in general. It also allowed him to build a great deal of experience in mergers and acquisitions, both international and
domestic.
Other Directorships Since 2009: Mr. Griffiths served as a member of the Champion board from 2004 to 2010,
including a term as Chairman from 2006 to 2010.
LEROY NOSBAUM, age 68
Biography: Mr. Nosbaum is the retired President and Chief Executive Officer of Itron, Inc., a NASDAQ–traded
leading technology provider to the global energy and water industries and a leading provider of intelligent metering, data
collection and utility software solutions. Mr. Nosbaum joined Itron in 1996, was promoted to the role of President and CEO
in 2000, and was elected as Chairman in 2002. He retired from Itron in 2009, but returned as President and Chief Executive
Officer in 2011, before retiring again in December 2012. Prior to his employment with Itron, Mr. Nosbaum served in various
positions at Metricom, Inc. from 1989 to 1996, and at Schlumberger Limited from 1977 to 1989.
Key Attributes, Experience, and Skills: Mr. Nosbaum brings to the board strong sales, marketing and technology
expertise, which he gained during his service as the Executive VP of Marketing and Sales for Metricom, Inc. In his various
roles at Itron, Mr. Nosbaum also built extensive public company, strategic development, technology and manufacturing
process expertise. Mr. Nosbaum gained extensive finance and acquisition experience while serving as CEO of Itron. Mr.
Nosbaum also gained international experience at Itron, which conducts operations throughout Europe, South America, and
Asia. In addition, he has built corporate governance expertise both through his role as CEO of Itron, and through his service
on the Nominating & Corporate Governance Committees of Esterline Technologies and Quanex Building Products.
Other Directorships Since 2009: Mr. Nosbaum served as director of Itron from 2000 to 2002 and as Chairman
from 2002 to 2009. After a brief interval, Mr. Nosbaum again served as a director of Itron from 2011 until his retirement in
December 2012. Mr. Nosbaum also served on the board of Esterline Technologies Corporation from 2009 to 2011.
JOSEPH RUPP, age 64
Biography: Mr. Rupp has been Chairman, President and Chief Executive Officer of Olin Corporation since 2005.
Prior to his election as Chairman, Mr. Rupp was President and Chief Executive Officer of Olin from 2002 to 2005. Prior to
2002, Mr. Rupp served in various positions with Olin, which he originally joined in 1972. Olin is a $2.5 billion NYSE–traded
basic materials company concentrated in chemicals and ammunition. Mr. Rupp holds a bachelor’s degree in metallurgical
engineering from the University of Missouri, Rolla.
Key Attributes, Experience, and Skills: As the CEO of Olin, Mr. Rupp has amassed strong corporate governance
expertise, public company management experience, and solid financial acumen. He also brings a wealth of experience in
operations management, lean manufacturing processes, and mergers and acquisitions. In addition, he has gained extensive
public board experience as a director of Olin since 2002.
6
Other Directorships Since 2009: Mr. Rupp served as a director of Olin Corporation from 2002 to 2005, and has
been Chairman of Olin’s board since 2005.
CURTIS STEVENS, age 62
Biography: Mr. Stevens is currently the Chief Executive Officer and a director of Louisiana Pacific Corporation, a
$2.1 billion NYSE traded building materials manufacturer. Prior to becoming CEO in May 2012, Mr. Stevens served as
Louisiana Pacific’s Chief Operating Officer and Executive Vice President beginning in December 2011. Prior to assuming
the role of Chief Operating Officer, Mr. Stevens served as Chief Financial Officer of Louisiana Pacific since 1997, and as
Executive Vice President, Administration, since 2002. Prior to joining Louisiana Pacific, Mr. Stevens served for 14 years in
various financial and operational positions at Planar Systems, a flat–panel display products manufacturer. Mr. Stevens holds
a B.A. in Economics and an M.B.A with a concentration in Finance from the University of California at Los Angeles.
Key Attributes, Experience, and Skills: Through his various roles at Louisiana Pacific, Mr. Stevens has acquired
broad experience in the building products industry. He also possesses a strong background in accounting and finance, as well
as extensive expertise in information technology and supply chain management, strategy development, and public company
issues. Further, Louisiana Pacific’s international operations have provided Mr. Stevens with strong international business
experience.
Other Directorships Since 2009: Mr. Stevens has served on the board of Louisiana Pacific since 2012.
The Board of Directors has affirmatively determined that Ms. Davis and each of Messrs. Buck, Nosbaum, Rupp, and
Stevens have no material relationship with the Company and have satisfied the independence requirements of the New York
Stock Exchange. In assessing director independence, the Board of Directors considered the relationships (as a customer or
supplier or otherwise) of the Company with various companies with which such directors may be affiliated and has
determined that there are no such relationships that, in the opinion of the Board, might impact any director’s independence.
In making this assessment, the Board took into account the level of transactions with such companies in relationship to the
Company’s and the other parties’ aggregate sales, the level of director involvement in such transactions and the ability of
such directors to influence such transactions. Based on its review, the Board determined that no transactions occurred during
the year that might affect any non–employee director’s independence. During the fiscal year, the Nominating & Corporate
Governance Committee determined that there were no “related party” transactions, as defined by the Securities and Exchange
Commission. In addition, each of such directors has met the definitions of “non–employee director” under Rule 16b–3 of the
Securities Exchange Act of 1934 and “outside director” under Section 162(m) of the Internal Revenue Code of 1986.
There are no arrangements or understandings between any person and any of the directors pursuant to which such
director was selected as a nominee for election at the Meeting, and there are no family relationships among any of the
directors or executive officers of the Company. Messrs. Buck and Rupp have each indicated a willingness to serve if elected.
If a nominee should be unable to serve or will not serve for any reason, and if any other person is nominated, the persons
designated on the accompanying form of proxy will have discretionary authority to vote or refrain from voting in accordance
with their judgment on such other nominee unless authority to vote on such matter is withheld. The nominee(s) receiving a
plurality of votes cast at the meeting will be elected director(s). Cumulative voting is not permitted in the election of
directors. Abstentions and broker non–votes will not be treated as a vote for or against any particular director and will not
affect the outcome of the election of directors.
Pursuant to the Company’s Corporate Governance Guidelines, any current director that is nominated for election
must tender his or her resignation as a director in the event that he or she receives more withheld votes than “FOR” votes. In
such an event, the Governance Committee and the full Board would then review and determine whether to accept or decline
the tendered resignation.
Recommendation
The Board of Directors recommends that you vote “FOR” the elections of Mr. Buck and Mr. Rupp. Unless
you give contrary instructions in your proxy, your proxy will be voted “FOR” the elections of Mr. Buck and Mr. Rupp. If
any nominee should become unable or unwilling to accept nomination or election, the person acting under the proxy will vote
for the election of such other person as the Board of Directors may recommend. The Board has no reason, however, to
believe that any nominee will be unable or unwilling to serve if elected.
7
PROPOSAL NO. 2
ADVISORY VOTE APPROVING NAMED EXECUTIVE OFFICER COMPENSATION
At the meeting, the stockholders will vote on an advisory resolution approving the compensation of the Company’s
named executive officers.
We believe that our compensation practices and procedures are competitive, focused on pay–for–performance and
strongly aligned with the long–term interests of our stockholders. This advisory stockholder vote, commonly known as “Say–
on–Pay,” gives you as a stockholder the opportunity to express approval or withhold approval of the compensation we pay
our named executive officers through voting for or against the following resolution:
“Resolved, that the stockholders approve the compensation of the Company’s named executive
officers as disclosed in the Company’s 2015 proxy statement pursuant to the disclosure rules of the
Securities and Exchange Commission (which disclosure includes the Compensation Discussion and
Analysis, the Summary Compensation Table and the other executive compensation tables and related
discussion).”
The Company and the Compensation & Management Development Committee (the “Compensation Committee”)
remain committed to the compensation philosophy, practices, and objectives outlined under the heading “Compensation
Discussion and Analysis” located on page 13 of this Proxy Statement. As always, the Compensation Committee will
continue to review all elements of the executive compensation program and take any steps it deems necessary to continue to
fulfill the objectives of the program.
Stockholders are encouraged to carefully review the “Compensation Discussion and Analysis” section of this proxy
statement for a detailed discussion of the Company’s executive compensation program.
Because your vote is advisory, it will not be binding upon the Company or the board of directors. However, the
Compensation Committee will take into account the outcome of the vote when considering future executive compensation
arrangements.
Board Recommendation
The Board recommends that you vote “FOR” the ratification of the advisory resolution approving the compensation
of the Company’s named executive officers.
8
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDIT FIRM
The Audit Committee has selected Grant Thornton LLP, an independent registered public accounting firm, to audit
our consolidated financial statements for fiscal year 2015. Grant Thornton LLP has been the Company’s independent
registered public accounting firm since April 2014, when it was retained by the Audit Committee after the completion of a
competitive process to select an auditor for the Company’s fiscal 2014 financial statements. We are asking the stockholders
to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year
ending October 31, 2015. Grant Thornton LLP was appointed by the Audit Committee in accordance with its charter.
In the event stockholders fail to ratify the appointment of Grant Thornton LLP, the Audit Committee may reconsider
this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if the Audit Committee determines that such a change
would be in the Company’s and its stockholders’ best interests.
The Audit Committee has approved all services provided by Grant Thornton LLP. A representative of Grant Thornton
LLP will be present at the Annual Meeting, will have the opportunity to make a statement, and will be available to respond to
appropriate questions you may ask.
This vote requires approval by the affirmative vote of a majority of the shares present in person or represented by proxy
at the Annual Meeting and entitled to vote on this proposal. Abstentions with respect to the approval of this proposal will
have the effect of a vote against this proposal. Broker non–votes will not be counted for the purpose of determining the
number of votes necessary for approval of this proposal.
Board Recommendation
The Board recommends that you vote “FOR” the ratification of appointment of Grant Thornton LLP as the
Company’s independent registered public accounting firm for the fiscal year ending October 31, 2015.
9
EXECUTIVE OFFICERS
Set forth below is certain information concerning the executive officers of the Company, each of whom serves at the
pleasure of the Board of Directors. There is no family relationship between any of these individuals and any of the
Company’s directors. There are no arrangements or understandings between any person and any of the executive officers
pursuant to which such executive officer was selected as an executive officer, except for arrangements or understandings with
such executive officer acting solely in such executive officer’s capacity as such.
Name and Age
Office and Length of Service
William C. Griffiths, 63…………………….
Chairman of the Board, President and Chief Executive Officer since 2013
Brent L. Korb, 42 …………………………….
Senior Vice President – Finance and Chief Financial Officer since 2008
Kevin P. Delaney, 53 ………………………..
Senior Vice President – General Counsel and Secretary since 2007
Martin P. Ketelaar, 49 ………………………
Vice President – Investor Relations since 2012 and Vice President–
Treasurer and Investor Relations since 2013
M. Dewayne Williams, 44 …………………
Vice President – Controller since 2013
____________
Mr. Griffiths was elected Chairman, President and Chief Executive Officer of the Company effective July 9, 2013.
Prior to joining the Company, Mr. Griffiths served as the Managing Director and a member of the board of directors of
Sealine (International) Ltd., a privately held manufacturer of yachts and other marine vessels based in the United Kingdom,
from 2012 until it was sold in June 2013. Prior to joining Sealine in 2012, Mr. Griffiths served as Chairman of the Board,
President and CEO of Champion Enterprises, Inc., a NYSE–traded producer of modular and manufactured housing until
2010. He joined Champion as a Director, and as President and Chief Executive Officer, in August 2004, and was named
Chairman of the Board in 2006. Champion filed for Chapter 11 bankruptcy on November 15, 2009. From 2001 to 2004, Mr.
Griffiths was President – Fluid Systems Division at SPX Corporation, a global multi–industry company located in Charlotte,
North Carolina. Mr. Griffiths graduated from the University of London with a B.S. with Honors in Mining Engineering. In
addition, Mr. Griffiths is a graduate of the Harvard Business School’s PMD executive education program.
Mr. Korb was named Senior Vice President – Finance and Chief Financial Officer of the Company on
August 1, 2008. Mr. Korb was named Vice President – Controller of Quanex Corporation in 2005, and was elected to the
same position with the Company upon its creation on December 12, 2007. Prior to his election as Vice President – Controller
of Quanex Corporation, Mr. Korb served as Assistant Controller of Quanex Corporation from 2003 to 2005. Prior to that
time, Mr. Korb was Controller & Director of Business Analysis since 2003, and Manager of Business Analysis since 2001, of
Resolution Performance Products, a manufacturer of specialty chemicals. From 1996 to 2001, Mr. Korb held various
positions at Service Corporation International, a provider of funeral, cremation and cemetery services, including Director
International Finance & Accounting, Manager International Finance & Accounting, Manager Corporate Development,
Manager Strategic Planning, and Financial Analyst.
Mr. Delaney was named Senior Vice President – General Counsel and Secretary of Quanex Corporation on
February 24, 2005, and was elected to the same position with the Company upon its creation on December 12, 2007. Prior to
that, he was Vice President – General Counsel of Quanex Corporation since 2003, and Secretary since 2004. Prior to that he
was Chief Counsel for Trane Residential Systems, a business of American Standard Companies, a global manufacturer with
market leading positions in automotive, bath and kitchen, and air conditioning systems, since 2002; Assistant General
Counsel for American Standard Companies since 2001; and Group Counsel for The Trane Company’s North American
Unitary Products Group since 1997. Prior to that time, Mr. Delaney was Vice President – General Counsel with GS Roofing
Products Company, Inc. from 1995 to 1997 and Senior Attorney with GTE Directories Corporation from 1991 to 1995.
Mr. Ketelaar was named Vice President Investor Relations of the Company on September 12, 2012, and was
promoted to Vice President – Treasurer and Investor Relations on June 14, 2013. Prior to joining the Company in 2012, Mr.
Ketelaar served from 2007 to 2012 as Vice President – Investor Relations and Assistant Treasurer at The ServiceMaster
Company, a global company providing residential and commercial customers with multiple services, including termite and
pest control, lawn care, home warranties and preventive maintenance contracts, cleaning and disaster restoration, house
cleaning, wood furniture repair, and home inspection. Mr. Ketelaar also served from 1995 to 2007 as an Investor Relations
Vice President at AmerUs Group/Aviva USA.
Mr. Williams was named Vice President – Controller of the Company effective July 1, 2013. Prior to joining the
Company, Mr. Williams served as the Chief Accounting Officer, Vice President – Corporate Controller and Assistant
Treasurer of Complete Production Services, Inc., a publicly held oilfield service provider, from 2005 until it was acquired by
