Quanex Building Products CORP

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PROXY STATEMENT

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Annual Meeting of Stockholders

To Be Held February 27, 2025

1. Why am I receiving these proxy materials?

You are receiving these proxy materials because you held shares of common stock of Quanex Building Products Corporation on January 8, 2025 (the “Record Date”), which entitles you to notice of, and to vote at, Quanex’s 2025 Annual Meeting to be held on February 27, 2025 and at any adjournment or postponement thereof. The proxy materials include our Notice of Annual Meeting of Shareholders, Proxy Statement, and Annual Report on Form 10-K for the year ended October 31, 2024. The proxy materials also include the proxy card for the 2025 Annual Meeting. The proxy materials contain detailed information about the matters to be voted on at the 2025 Annual Meeting and provide updated information about Quanex to assist you in making an informed decision when voting your shares. The enclosed proxy for the 2025 Annual Meeting is being solicited by our Board.

2. What does it mean if I receive more than one proxy card on or about the same time?

It means that your shares are registered differently or are held in more than one account. In order to vote all of your shares, please sign, date and return each proxy card or, if you vote via the Internet or telephone, vote once for each proxy card you receive.

3. Who may vote at the meeting?

Owners of our common stock as of the close of business on the Record Date are entitled to vote at the 2025 Annual Meeting. The shares owned include shares you held on that date (i) directly in your name as the shareholder of record (registered shareholder), and (ii) in the name of a broker, bank or other holder of record where the shares were held for you as the beneficial owner (in street name). Each share of common stock is entitled to one vote on each matter. As of the Record Date, there were 47,209,476 shares of our common stock outstanding and entitled to vote. There are no other outstanding voting securities of Quanex entitled to vote at the 2025 Annual Meeting. A complete list of shareholders entitled to vote at the 2025 Annual Meeting will be open to the examination of any shareholder during normal business hours for ten days prior to the 2025 Annual Meeting at Quanex’s Houston office and during the 2025 Annual Meeting.

4. How do I vote my shares?

If you are a registered shareholder of record as of the Record Date, you may vote by any of the following methods:

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Voting by Mail. If you choose to vote by mail, simply complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. Your shares will be voted in accordance with the instructions on your proxy card.

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Voting by Internet. You may vote through the Internet by signing on to the website identified on your proxy card and following the procedures described on the website. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on your proxy card. The procedures permit you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by Internet, you should not return your proxy card.

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Voting by Telephone. You may vote your shares by telephone by calling the toll-free telephone number provided on your proxy card. Telephone voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on your proxy card. The procedures permit you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.

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Voting at the Meeting. For stockholders with shares registered in the name of a brokerage firm or bank or other similar organization, you will need to obtain a legal proxy from the broker, bank, trustee or other nominee that holds your shares before you can vote your shares in person at the Annual Meeting. For stockholders with shares registered directly in their names, you may vote your shares in person at the Annual Meeting.

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If you hold your shares in street name, you may vote by instructing your broker:

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Your broker or other nominee will send you a proxy card to use to direct them how to vote your shares and may also provide additional voting instructions. Please instruct your broker or other nominee how to vote your shares using the form of proxy you received from them or otherwise in accordance with the voting instructions you receive.

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Please return your completed proxy to your broker or other nominee or contact the person responsible for your account so that your vote can be counted.

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Your broker or other nominee may permit you to submit voting instructions via the Internet or by telephone as well.

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5. May I revoke my proxy or change my vote?

Yes. You may revoke your proxy or change your vote before the 2025 Annual Meeting by filing a revocation with the Senior Vice President, General Counsel and Corporate Secretary of Quanex; by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) whether made via the Internet, by telephone or by mail; or by attending the 2025 Annual Meeting and voting in person during the meeting.

If you hold your shares in street name, you may change your vote by contacting your broker or other nominee and following their instructions.

6. How can I attend the shareholder meeting?

You may participate in the 2025 Annual Meeting only if you were a shareholder as of the Record Date or if you hold a valid proxy.

Check-in will begin at 7:30 a.m. Central Time, and you should allow ample time for the check-in procedures.

7. What constitutes a quorum at the annual meeting?

A majority of all outstanding shares entitled to vote at the 2025 Annual Meeting will constitute a quorum, which is the minimum number of shares that must be present or represented by proxy at the meeting to transact business. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present.

8. How many votes are required to approve each of the proposals?

Proposal 1 will be subject to a majority voting standard because the Company’s By-laws provide that in an uncontested election, directors are elected by the majority of votes cast with respect to such director, meaning that the number of votes cast “FOR” a director must exceed the number of votes cast “AGAINST” that director. Your broker may not vote your shares on this proposal unless you give voting instructions. Abstentions and broker non-votes have no effect on the vote.

Proposals 2 and 3 require the affirmative vote of a majority of the shares present in person or by proxy at the 2025 Annual Meeting and entitled to vote on the subject matter. You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting for each of these proposals. Abstentions will have the same effect as votes cast “AGAINST” each such proposal. Broker non-votes have no effect on the vote for Proposal 2 and will not arise and have no effect on Proposal 3.

9. How will my shares be voted if I do not submit voting instructions?

Shareholders of Record. If you are a shareholder of record and you either: (a) Vote on the internet and leave all voting options blank and click “Submit,” or (b) Sign and return a proxy card without giving specific voting instructions, then the proxies will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxies may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.

This means that such proxies will be voted FOR the election as director of all nominees listed herein, FOR approval of the compensation of the Company’s named executive officers, and FOR ratification of the appointment of the Company’s independent auditor for fiscal 2025.

If you are a stockholder of record and do not vote by telephone, through the Internet, by completing and returning by mail a proxy card, or in person at the Annual Meeting, your shares will not be voted.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide specific voting instructions, your shares will be voted in accordance with the rules of various national and regional securities exchanges. In such case, the organization that holds your shares may generally vote your shares on routine matters, but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, it will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares.

This means that under NYSE rules, if you do not provide specific voting instructions, your broker can vote your shares on Proposal 3 (with respect to the ratification of the selection of the independent auditor) but not with respect to Proposals 1 and 2 (with respect to the election of directors and the advisory vote on compensation) recommended to be adopted by the Board.

10. What is a broker non-vote?

A broker non-vote occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Under the NYSE rules that govern brokers who are voting with respect to shares held in street name, brokers ordinarily have the discretion to vote on “routine” matters (e.g., ratification of the selection of independent public accountants) but not on non-routine matters (e.g., election of directors and advisory votes on executive compensation). Accordingly, broker non-votes will have no effect on the outcome of Proposals 1 and 2 because they are treated as not entitled to vote on such matters. Because brokers or nominees have discretion to vote on Proposal 3 as a routine matter, broker non-votes will not arise in connection with, and thus will have no effect on, Proposal 3. Broker non-votes will be treated as shares present for quorum purposes.

11. Who do I contact if I have questions or I need additional proxy materials?

If you have any questions, please contact the Company’s Corporate Secretary at (713) 877-5339 or by email atpaul.cornett@quanex.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON FEBRUARY 27, 2025:

Our Proxy Statement and 2024 Annual Report are available online at the following web address:

http://www.quanex.com/2024AR

In accordance with Securities and Exchange Commission rules, this website provides complete anonymity with respect to any stockholder accessing it.