Quanex Building Products (NX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 26, 2026, to elect eight directors, approve executive compensation, and ratify the appointment of a new independent auditor for fiscal 2026.

• Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Proxy materials include detailed information on voting procedures, director nominees, executive compensation, and governance.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors for one-year terms, (2) advisory approval of named executive officer compensation, and (3) ratification of KPMG LLP as the new independent auditor.

• Board recommends a “FOR” vote on all proposals.

• Shareholders may submit proposals and director nominations for the 2027 meeting, following specific advance notice and disclosure requirements.

Board of directors and corporate governance

• Eight director nominees, all with significant industry, operational, and governance experience, are standing for election; all but one are independent under NYSE standards.

• Board committees (Audit, Compensation & Management Development, Nominating & Corporate Governance, Executive) are composed solely of independent directors.

• Board leadership structure combines Chairman and CEO roles with an independent Lead Director.

• Corporate Governance Guidelines address director qualifications, independence, diversity, and mandatory retirement age.