Sector: Industrials
QUANEX BUILDING PRODUCTS CORP · Meeting: February 26, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eight Directors to Serve Until the Annual Meeting of Stockholders in 2027
Hughes joined in 2022 (tenure under 24 months from a 3-year lookback perspective is borderline, but his tenure began in 2022, giving him roughly 3 years), but the 3-year peer TSR gap of -24.1pp does not exceed the 35pp threshold required to trigger a No vote, no overboarding or other flags are present, and he brings strong CEO and manufacturing experience relevant to Quanex.
Lawler was appointed November 1, 2024, meaning she has been on the board fewer than 24 months as of the meeting date and is exempt from the TSR trigger; she has relevant HR and manufacturing experience from Illinois Tool Works.
Lippert joined in 2021 and the 3-year peer TSR underperformance of -24.1pp does not meet the 35pp trigger threshold; he is a sitting CEO (LCI Industries) but holds only one outside public board seat (Quanex), which does not violate the overboarding policy, and he brings deep building products and manufacturing expertise.
Maier joined in 2019 and the 3-year peer TSR gap of -24.1pp does not exceed the 35pp threshold; no overboarding or independence concerns are present, and he has extensive CEO and building products industry experience.
Shah joined in 2024, making his tenure under 24 months and exempting him from the TSR trigger; he brings digital transformation and IT expertise relevant to Quanex's operational goals.
Singhi joined in 2024, placing him within the 24-month new-director exemption from the TSR trigger; he has strong CFO and finance credentials appropriate for audit committee service.
Waltz joined in 2020 and the 3-year peer TSR underperformance of -24.1pp does not reach the 35pp trigger threshold; he is a sitting CEO (Atkore) holding only one outside board seat (Quanex), within policy limits, and brings manufacturing and building products leadership experience.
Wilson joined in 2020 as the company's own CEO and director; the 3-year peer TSR gap of -24.1pp does not exceed the 35pp threshold needed to trigger a No vote under the named-peer-group benchmark, so no TSR-based flag applies, and the Say on Pay vote is evaluated separately.
All eight director nominees receive a FOR vote. The company's 3-year total shareholder return of +1.3% trails the peer group median by 24.1 percentage points, which is below the 35-point threshold required to trigger an against vote under the low-positive-TSR band. Two directors (Shah, Singhi) joined within the past 24 months and are exempt from the TSR trigger entirely. One director (Lawler) joined November 2024, also exempt. No overboarding, independence, attendance, or qualifications concerns were identified for any nominee.
CEO
George L. Wilson
Total Comp
$3,635,424
Prior Support
88.19%%
The CEO's total reported compensation of $3,635,424 is reasonable for a CEO at an approximately $850 million market cap industrial company, and is well within the benchmark range for this title, sector, and size. The pay program is heavily performance-oriented — 70% of long-term incentive value is in performance-based awards — and the incentive plans actually paid out below target in fiscal 2025, with the annual bonus at 71% of target and both the performance stock awards and performance restricted stock awards earning zero payout due to missed EPS/RONA and absolute TSR goals. This direct reduction in realized pay when performance missed targets demonstrates genuine pay-for-performance alignment. The company also has a meaningful clawback policy and received 88% shareholder support on Say on Pay at its 2025 meeting, well above the 70% threshold that would require a response.
Auditor
KPMG LLP
Tenure
0 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG LLP was appointed on January 13, 2026, replacing Grant Thornton LLP, so it has no prior-year tenure and no fee history to evaluate under the non-audit fee ratio or tenure tests. The predecessor auditor, Grant Thornton, issued adverse opinions on internal controls for two consecutive years due to a material weakness in the company's cash flow statement preparation, but this weakness is attributable to the company rather than a clear audit failure that directly implicates KPMG. Switching to a Big 4 firm is appropriate given the company's market cap of approximately $852 million and the need to remediate the internal control material weakness; no fee data triggers apply since KPMG is newly engaged.
Meeting held February 26, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Mary Lawler | 99.6% | 38.1M | 136,040 | ✓ Elected |
| George Wilson | 98.8% | 37.7M | 462,805 | ✓ Elected |
| William Waltz, Jr. | 96.8% | 36.9M | 1.2M | ✓ Elected |
| Amit Singhi | 96.7% | 36.9M | 1.3M | ✓ Elected |
| Jason Lippert | 96.7% | 36.9M | 1.3M | ✓ Elected |
| Manish Shah | 96.7% | 36.9M | 1.3M | ✓ Elected |
| Bradley Hughes | 96.6% | 36.9M | 1.3M | ✓ Elected |
| Donald Maier | 90.5% | 34.6M | 3.6M | ✓ Elected |
Say on Pay
For 37.4M · Against 831,040 · Abstain 23,600
Auditor Ratification
For 39.4M · Against 124,387 · Abstain 8,651
This is a straightforward annual meeting ballot with three management proposals and no stockholder proposals. We vote FOR all eight director nominees because the company's 3-year total shareholder return underperformance versus its named peer group (-24.1 percentage points) falls below the 35-point policy threshold needed to trigger against votes, and FOR on Say on Pay because the CEO's pay is within benchmark and incentive plans correctly paid out below target — including zero payout on long-term performance awards — reflecting genuine alignment between executive rewards and shareholder outcomes.
18 companies disclosed in 2026 proxy filing
