UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x☒                             Filed by a party other than the Registrant  ¨☐

Check the appropriate box:

QUANEX BUILDING PRODUCTS CORPORATION

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

YOUR VOTE IS IMPORTANT

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held March 4, 20162, 2017

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 Friday,Thursday, March 4, 2016,2, 2017, at 8:00 a.m., C.S.T., for the following purposes:

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 14, 2016,12, 2017, 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, 2015,2016, accompanies this Notice.

By order of the Board of Directors,

Kevin P. Delaney

Senior Vice President – General Counsel

and Secretary

Houston, Texas

January 29, 201631, 2017

PROXY STATEMENT

Annual Meeting of Stockholders

To Be Held March 4, 20162, 2017

This Proxy Statement and the accompanying form of proxy are to be first mailed on or about January 29, 2016,31, 2017, to all holders of record on January 14, 201612, 2017 (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 Friday,Thursday, March 4, 2016,2, 2017, and at any adjournment or adjournments thereof. Shares of Common Stock represented by anyun-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, FOR the proposal to seek annualnon-binding approval of the Company’s executive compensation program, 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 34,208,01234,406,433 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 brokernon-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 Morrow & Co., LLC, which has been retained by the Company to assist in the solicitation for a fee of approximately $6,500 plus expenses. 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 MARCH 4, 2016:2, 2017:

Our Proxy Statement and 20152016 Annual Report are available online at the following web address:

http://www.quanex.com/2015AR2016AR

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

MATTERS TO COME BEFORE THE MEETING

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Two directors are to be elected at the meeting. ThePrior to March 2016, the Company’s Certificate of Incorporation and Amended and Restated Bylaws both provideprovided that the Board of Directors shallwould 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. Class III and Class IIIII directors will stand for election at the Company’s annual stockholder meetings of stockholders in 20172018 and 2018, respectively.2019, respectively, and Class IIII directors are standing for election at the annual meeting to which this proxy relates. The terms of office of William C. Griffiths and LeRoy D. Nosbaum expireHowever, in accordance with amendments approved at the Company’s 2016 Annual Meeting. Messrs. GriffithsMeeting of Stockholders, the Board of Directors is currently in the process of declassifying, and Nosbaumeach director will now be elected to a term of only one year.

Former Class I directors Susan F. Davis and Curtis M. Stevens are the directors currently standing for election. Ms. Davis and Mr. Stevens were each elected by the stockholders in 20132014 to a term ending in 2016,2017, and they are each standing forre-election for a term expiring at the 2019 annual meeting. Ms. Davis and Mr. Stevens were elected to a term ending in 2017 at the 20142018 Annual Meeting, whileMeeting. Messrs. Rupp and Buck were each elected to a term ending in 2018 at the 2015 Annual Meeting, while Messrs. Griffiths and Nosbaum were elected to a term ending in 2019 at the 2016 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 2008spin-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 anypre-transaction service as a director or officer of Quanex Corporation, please see (a) the Company’s Annual Report on Form10-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 Form10-K, as amended by Form10-K/A, for the fiscal year ended October 31, 2007.

Director Biographies, Key Attributes, and Skills

ROBERT BUCK, age 6869

Biography:Mr. Buck is the Chairman of the Board of Beacon Roofing Supply, Inc., a $2.3$4.1 billion NASDAQ tradedNASDAQ-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 developed extensive executive leadership, finance and accounting expertise. Mr. Buck 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 2010:2011: Mr. Buck currently serves on the boards of Beacon Roofing Supply, Inc., and 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 board of privately held Elkay Manufacturing Co.

SUSAN DAVIS,age 6263

Biography:Ms. Davis was appointedretired in 2015 as the Executive Vice President – Asia Pacific for2016 from Johnson Controls, Inc., a global leader in automotive systems, building efficiency and power solutions. Prior to her appointmentretirement, Ms. Davis served as the Executive Vice President – Asia Pacific for Johnson Controls, beginning in 2015. Prior to her appointment to that position, Ms. Davis served as the chief human resources officer of Johnson Controls from 1994 to 2015, holding the positions of Executive Vice President and Chief Human Resources Officer from 2014 to 2015, Executive Vice President of Human Resources from 2006 to 2014, and 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 $37.2 billion NYSE-traded company. Ms. Davis received an MBA degree from the University of Michigan, and received both Master’s and Bachelor’s degrees from Beloit College.

Key Attributes, Experience, and Skills:As the executive leader of Human Resources for Johnson Controls from 1994 to 2015, and through her role as Executive Vice President – Asia Pacific from 2015 to 2016, Ms. Davis acquired extensive management, corporate governance, and 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 Cooper Tire & Rubber Company, 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.

Other Directorships Since 2011: Ms. Davis currently serves on the board of Cooper Tire & Rubber Company, which she joined in 2016.

WILLIAM GRIFFITHS, age 6465

Biography:Mr. Griffiths was named Chairman, President, and Chief Executive Officer of the Company onin July 9, 2013.2013, after serving as an independent director of the Company beginning in 2009. Prior to joining the Company as President and CEO, 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. Prior to joining Sealine in January 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 BS 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.Products Corporation. 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 2010: 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 6970

Biography:Mr. Nosbaum is the retired Chairman, 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. Mr. Nosbaum holds a B.S. in Electrical Engineering from Valparaiso University.

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, finance, strategic development, acquisition, technology and manufacturing process expertise. Further, 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 and Corporate Governance Committees of Esterline Technologies and Quanex Building Products.Products Corporation.

Other Directorships Since 2010:2011: 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 6566

Biography:Mr. Rupp has beenis the Chairman of the Board of Olin Corporation, a $2.9 billion NYSE-traded basic materials company concentrated in chemicals and ammunition. Mr. Rupp served as Chairman and Chief Executive Officer of Olin Corporation since 2014.from 2014 to May 2016. Prior to this,that time, Mr. Rupp was Chairman, President and Chief Executive Officer of Olin from 2005 to 2014, and President and Chief Executive Officer from 2002 to 2005. Prior to 2002, Mr. Rupp served in various positions with Olin, which he originally joined in 1972. Olin is a $7.0 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.

Other Directorships Since 2010:2011: Mr. Rupp served as a director of Olin Corporation from 2002 to 2005, and has been Chairman of Olin’s board since 2005. In 2016, Mr. Rupp joined the board of Cass Information Systems, a Nasdaq-traded company.

CURTIS STEVENS, age 6364

Biography:Mr. Stevens is currently the Chief Executive Officer and a director of Louisiana-Pacific Corporation, a $1.9 billion NYSE tradedNYSE-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 joiningLouisiana-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,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’sLouisiana-Pacific’s international operations have provided Mr. Stevens with strong international business experience.

Other Directorships Since 2010:2011: 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 anynon-employee director’s independence. During the fiscal year, the Nominating & Corporate Governance Committee determined that there were no “related party”person” transactions, as defined by the Securities and Exchange Commission. In addition, each of such directors has met the definitions of “non-employee“non-employee director” under Rule16b-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. GriffithsMs. Davis and NosbaumMr. Stevens 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.

To be elected as a director, a director nominee must receive a majority of votes cast at the meeting with respect to such nominee (the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee). Cumulative voting is not permitted in the election of directors. Abstentions and brokernon-votes will not be treated as a vote for or against any particular director nominee 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 “AGAINST” votes than “FOR” votes. In such an event, the Governance Committee and subsequently the full Board would then review and determine whether to accept or reject the tendered resignation. The Board is required to publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.

Recommendation

The Board of Directors recommends that you vote “FOR” the elections of Mr. GriffithsMs. Davis and Mr. Nosbaum. Stevens.Unless you give contrary instructions in your proxy, your proxy will be voted “FOR” the elections of Mr. GriffithsMs. Davis and Mr. Nosbaum.Stevens. 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.

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.officers, as required pursuant to section 14A of the Securities Exchange Act.

We believe that our compensation practices and procedures are competitive, focused onpay-for-performance and strongly aligned with the long-term interests of our stockholders. This advisory stockholder vote, commonly known as “Say-on-Pay,“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 pursuant to Item 402 of RegulationS-K in the Company’s 2016 proxy statement,2017 Proxy Statement, 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 2019 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 statementProxy 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.

Unless the Board modifies its policy on the frequency on holding “Say-on-Pay”“Say-on-Pay” advisory votes,Say-on-Pay votes by our stockholders take place at each Annual Meeting, and the next such vote will occur in 2017.at the annual meeting to which this Proxy Statement relates.

Vote Required

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 is necessary to approve the “Say-on-Pay”“Say-on-Pay” proposal. Abstentions will have the same effect as a vote “AGAINST” theSay-on-Pay proposal. Brokernon-votes will have no effect on theSay-on-Pay proposal.

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.

PROPOSAL NO. 3

PROPOSED AMENDMENT TO CERTIFICATEADVISORY(NON-BINDING) VOTE ON THE FREQUENCY OF THE

INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORSADVISORY VOTE ON EXECUTIVE COMPENSATION

Our Board of Directors unanimously adopted resolutions proposing to amend Article TwelfthAt the meeting, the stockholders will vote on anon-binding, advisory proposal regarding the frequency of the Company’s Certificateadvisory stockholder vote on executive compensation discussed in Proposal No. 2 above in this Proxy Statement, as required pursuant to section 14A of Incorporationthe Securities Exchange Act.

This advisory stockholder vote, commonly known as“Say-on-Frequency,” gives you as a stockholder the opportunity to cast an advisory vote on whether the stockholder vote on executive compensation should occur every one, two or three years. Stockholders may also abstain from voting on the matter.

Because your vote is advisory, it will not be binding upon the Company or the board of directors. However, the board of directors will take into account the outcome of the vote when considering the frequency of the advisory stockholder vote on executive compensation.

Say-on-Frequency votes by our stockholders are required to take place every six years.

Board Recommendation

The Board recommends voting in favor of holding an advisory stockholder vote on executive compensation every year. We believe this approach provides the most direct form of communication for our shareholders. Implicit in the annual process, the vote corresponds directly to the information presented in the accompanying Proxy Statement for the annual shareholders’ meeting. We emphasize, however, that you are not voting to approve or disapprove the board of directors’ recommendation. Instead, your proxy card provides you with four options regarding thisnon-binding, advisory proposal. You may cast an advisory vote for the stockholder vote on executive compensation to occur every one, two or three years, or you may abstain from voting on the matter.

PROPOSAL NO. 4

APPROVAL OF AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

On November 30, 2016, the Compensation and Management Development Committee (the “certificate“Compensation Committee”) approved an Amended and Restated Employee Stock Purchase Plan (the “Restated ESPP”). The Compensation Committee’s approval of incorporation”) to declassify the Board of Directors over a three-year period commencingRestated ESPP was conditional on receiving shareholder approval at the 2017 Annual Meeting of stockholders.

General Information on the Proposed Amendment

Pursuant to Article Twelfth of our certificate of incorporation, the Board is divided into three classes, designated Class I, Class II and Class III. Each class consists, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors, with each class of directors elected to serve three-year staggered terms of office.Meeting. If the proposed amendment is adopted at the Annual Meeting, the classified (three-year, staggered term) board structure would be phased out, and the annual election of the entire Board of Directors for a one-year term would be phased in over a three-year period commencing at the 2017 Annual Meeting of stockholders and concluding at the 2019 Annual Meeting of stockholders. If the proposed amendment is adopted, from and after the 2017 Annual Meeting of stockholders, each member of the Board of Directors whose term expires would be elected to serve an annual (one-year) term.

If adopted, the proposed amendment would not affect the nominees for director who are elected at this Annual Meeting, and the term of office of such directors would expire at the 2019 Annual Meeting of stockholders (see “Proposal No. 1 –Election of Directors”). Therefore, directors who are elected at this Annual Meeting would be the final class of directors elected to serve for a three-year term. If adopted, the proposed amendment would not affect the term of any director currently serving in a class who was elected prior to this meeting, each of whom will complete his or her three-year term expiring at the 2017 Annual Meeting of stockholders or the 2018 Annual Meeting of stockholders, as applicable. If the proposed amendment is adopted, nominees elected at the 2017 Annual Meeting of stockholders would become the first group of directors elected to serve for an annual (one-year) term, and nominees elected at all Annual Meetings subsequent to the 2017 Annual Meeting of stockholders also would be elected to serve for an annual (one-year) term expiring at the immediately following Annual Meeting. The proposed amendment provides, consistent withapproved by the Company’s current certificate of incorporation, that any director chosen byshareholders, the Board to fill a vacancy on our Board will hold office for the unexpired term in respect of which such vacancy occurred (as determined consistent with the foregoing), except that directors filling newly created directorships will hold office for a term expiring at the immediately following Annual Meeting.

Considerations and Reasons for the Proposed Amendment

Our Board of Directors resolved to adopt and recommend the proposed amendment following a careful review of the Company’s corporate governance practices. Our Board also conducted a careful assessment of the risks and benefits of board declassification, which are described below, and reviewed the classified board structure in relation to the corporate governance policies and practices that continue to evolve at both companies generally comparable to Quanex in size and S&P 500 companies.

In determining to recommend declassification, our Board of Directors considered the growing sentiment, particularly in the institutional investor community, favoring the annual election of directors. An increasing number of large companies provide for the annual election of directors, and many stockholders perceive that annual elections improve director accountability. In addition, proxy advisory firms generally view declassification as a good corporate governance practice. Our Board of Directors concluded that it can continue to effectively oversee the management and protect the best interests of the Company and its stockholders under an annual-term election system.

Our Board of Directors also considered the benefits of maintaining a classified board structure, which enhances stability and continuity with respect to the development and implementation of our Company’s long-term operating strategy, and also helps to ensure that a majority of incumbent directors always have institutional knowledge and experience as directors of our Company. Our Board of Directors believes that a classified board structure provides an important measure of protection against unsolicited (or hostile) takeover attempts and tactics focusing on short-term financial gains, which may not be in the best long-term interests of all of the Company’s stockholders. Our Board further believes that a classified board structure provides directors with the time necessary to fully evaluate the adequacy and fairness of any unsolicited takeover proposal; communicate with stockholders in a thoughtful, deliberate and fully informed manner regarding the merits and

risks of an unsolicited takeover or change-in-control transaction and any strategic or financial alternatives that the Board of Directors believes are in the best interests of our Company and stockholders; deter certain manipulative and coercive takeover and change-in-control tactics; negotiate with enhanced bargaining power on behalf of all stockholders; and carefully weigh all strategic and financial alternatives to create value for all stockholders without the threat of the imminent removal of a majority or all of our Company’s directors by a single large stockholder or group of stockholders. When a board is not classified, the entire board can be replaced at a single Annual Meeting without cause. Accordingly, if the proposed amendment is adopted, it would be easier for one or more stockholders holding a significant number of outstanding shares to seek to replace a majority of our Company’s directors, or the entire Board of Directors at once, whether or not in connection with an acquisition proposal and irrespective of the long- or short-term interests and objectives of such stockholder or stockholders.

Although our Board of Directors believes it is important to maintain appropriate takeover defenses, it also believes it is vitally important to maintain stockholder confidence in the actions, decisions, policies and priorities of our Board of Directors by demonstrating that our Company’s directors listen carefully to the views, concerns and recommendations expressed by, and understand that they are accountable to, our stockholders. Accordingly, our Board of Directors has carefully considered the relative benefits and detriments of declassifying the Board of Directors and, for the reasons described above, our Board of Directors has determined it is in the best interests of our stockholders to declassify the Board; has approved resolutions setting forth the proposed amendment to Articles Twelfth of the certificate of incorporation; has resolved to submit the proposed amendment to stockholders for their consideration and adoption at this meeting; and has recommended that stockholders vote to adopt the proposed amendment.

Text of the Proposed Amendment to the Certificate of Incorporation

The general description of the proposed amendment to the certificate of incorporation set forth above is qualified in its entirety by reference to the complete text of the amendment, which is attached as Annex A to this proxy statement. If the proposed amendment is adopted at the 2016 Annual Meeting, itRestated ESPP will become effective uponon April 1, 2017. For more information about our current Employee Stock Purchase Plan, please see page 52 of this Proxy Statement. Annex A of this Proxy Statement contains a full copy of the filingRestated ESPP proposed for approval by the Company’s shareholders. The Company’s existing Employee Stock Purchase Plan, which was adopted in 2007, is subject to a ten year term.

The Restated ESPP is designed to provide our eligible employees the opportunity to invest in our Common Stock through voluntary payroll deductions. In addition, participating employees receive a percentage match from the Company, withthereby encouraging employees to share in the SecretaryCompany’s success and to remain in its service. The Restated ESPP is not intended to meet the requirements of StateSection 423 of the State of Delaware of a certificate of amendmentInternal Revenue Code.

The Restated ESPP will continue to the certificate of incorporation currently in effect.

Conditional Bylaw Amendments

In connection with its approval in October 2015 of resolutions to amend Article Twelfth of the certificate of incorporation to declassify the Board of Directors, the Board of Directors also approved an amendment to Section 4.4 of the Company’s Amended and Restated Bylawsbe administered by Wells Fargo Shareowner Services (the “bylaws”“Bank”) which would provide that (i) until the Board is fully declassified, directors shall be subject to removal for cause only by majority vote of stockholders entitled to vote in the election of directors and (ii) following the time the Board is fully declassified, annually elected directors shall be removable with or without cause by 66 2/3^rds% of the outstanding shares of capital stock entitled to vote in the election of directors. Since the bylaw amendment addresses removal following declassification, its effectiveness was made conditional on adoption by our stockholders of the amendment to Article Twelfth of the certificate of incorporation to declassify the Board of Directors. Accordingly, if stockholders adopt the proposed amendment to declassify the Board of Directors, the applicable bylaw change will go into effect. If stockholders do not adopt the proposed amendment to declassify the Board of Directors, the applicable bylaw change willnot go into effect. Although stockholders are not voting on the amendment to Section 4.4 of the bylaws, they should be cognizant that a vote “FOR” the amendment to Article Twelfth of the certificate of incorporation would result in adoption of the foregoing bylaw change.

Under a classified structure, members of the Board of Directors are removable only for cause under Delaware law. The conditional bylaw amendment makes clear that the “for cause” removal standard is maintained until such time as the Board of Directors has fully transitioned to annual elections (i.e., as of the 2019 Annual Meeting). After such time, the members of the Board would be removablewithoutcause by a 2/3^rdsvote of our shares. In the context of an annually elected or nonclassified Board of Directors in which a majority or all of our boardwho may be removed at onemanagement’s election.

Regular full time without cause and also consideringemployees of the Company recently granted large stockholdersor any of its U.S. subsidiaries (approximately 3,400 persons), will be eligible to participate in the rightRestated ESPP, and participation is voluntary.

Contributions to call special meetingsthe Restated ESPP

Contributions to the Restated ESPP will consist of employees’ payroll deductions and seek changes (including director removal)an amount from the Company equal to 15% of those deductions. The Bank will establish an account under the Restated ESPP as agent for each eligible employee electing to participate, and will credit the following sources of cash to each employee’s account for the purchase of full and fractional shares of Common Stock (“Plan Shares”):

Participants generally will not affect certain key benefitsbe allowed to stockholdersadd shares of declassification, including having directors stand for annual elections and being removable without cause asCommon Stock held in their name to their accounts. All shares will be held in the name of the timeBank or its nominee as Plan Shares subject to the Boardterms and conditions of the Restated ESPP.

Participants in the Restated ESPP will be subject to a minimum payroll contribution of ten dollars per pay period and a maximum payroll contribution of one thousand dollars per pay period.

Purchase of Plan Shares

The Bank will apply cash credited to each participant’s account to the purchase of full and fractional Plan Shares and will credit such Plan Shares to such participants’ accounts. The price at which the Bank is fully declassified,deemed to have acquired Plan Shares for accounts is the average price, excluding brokerage and other costs of purchase, of all Plan Shares purchased by the Bank for all participants in the Restated ESPP during the calendar month. The Bank will purchase Plan Shares in negotiated transactions or on any securities exchange where the Company’s Common Stock is traded. The purchases will be on terms as to price, delivery and other matters, and will be executed through those brokers or dealers, as the Bank may determine.

Stock Certificates

The Bank will hold the Plan Shares of all participants in its name or in the name of its nominee evidenced by as many or as few certificates as the Bank determines. No certificates representing Plan Shares purchased for participants’ accounts will be issued to any participant unless the participant makes a request in writing or until the participant’s account is terminated and the amendment was approved only in such context. Neverthelessparticipant makes the amendment to Section 4.4 in isolation may have anti-takeover effects, sinceelection described below under “Termination and Withdrawal by a 2/3^rds

Voting of Plan Shares

threshold to remove directors could haveThe Bank will vote each participant’s Plan Shares as instructed by the effect of making it more difficult for directorsparticipant on a form to be removed—furnished by and accordingly for our Boardreturned to the Bank at least five days (or such shorter period as the law may require) before the meeting at which the Plan Shares are to be replacedvoted. The Bank will not vote Plan Shares for which no instructions are received.

Assignment or Sale

Except as otherwise described herein, participants will not be allowed to sell, pledge, or otherwise assign or transfer their accounts, any interest in their accounts or any cash or Plan Shares credited to their accounts. Any attempt to do so will be void.

Subject to the restrictions set forth below under “Restrictions on an interim basis – thanResale,” each participant will be allowed to request that the Bank sell:

If a participant elects to Article Twelfthsell all of his or her Plan Shares, such participant will be deemed to have terminated participation in the Restated ESPP.

Termination and Section 4.4Withdrawal by a Participant

Participants will be allowed to terminate their participation in the Restated ESPP at any time by giving proper notice. Upon receipt of such notice, unless the bylaws providesparticipant has made a contrary election in written response to the optimal balanceBank’s notice relating to such participant’s account, the Bank will send the participant a certificate or certificates representing the full Plan Shares accumulated in the participant’s account (or move such shares to book-entry direct registration shares) and send the participant a check for our stockholdersthe net proceeds of any fractional share in the participant’s account. After the participant’s withdrawal, the sale by the participant of any shares of Common Stock issued to the participant upon such withdrawal will be subject to the restrictions below under “Restrictions on Resale.”

Restrictions on Resale

Under the Restated ESPP, the Company’s officers (as defined by the relevant securities laws) will be subject to certain restrictions on resale that apply to sales by (i) the Bank on their behalf of shares of Common Stock pursuant to the Restated ESPP and (ii) the participant, after he or she withdraws from the standpointRestated ESPP, of strong governance and stability. A 2/3^rds vote was also approved because it is a supermajority standard that aligns withshares of Common Stock issued to the voting standard to be adopted for certain other actions (see “Proposal No. 4 –Proposed Amendments to Our Certificate of Incorporation to Set Supermajority Voting Provisions for Amendments at 66 2/3^rds% of Our Shares”).

The Board also approved a conforming amendment to Section 4.2 ofparticipant upon his or her withdrawal from the bylaws to reflect the same changes in Section 4.2 as would be reflected in Article Twelfth of the certificate of incorporation if such amendment to Article Twelfth is adopted by stockholders.Restated ESPP.

Vote Required

TheThis vote requires approval by the affirmative vote of a majority of the outstanding shares of stock ofpresent in person or represented by proxy at the CompanyAnnual Meeting and entitled to vote in elections of directors is necessary to adopt the proposed amendment to our certificate of incorporation. Unless otherwise instructed, proxy holders will vote the proxies received by them “FOR” this proposal. If you are a beneficial holder and do not provide specific voting instructions to your broker, the organization that holds your shares will not be authorized to vote on this proposal. Abstentions with respect to the approval of this proposal and will have the effect of a vote “AGAINST” this proposal. Accordingly, we encourage you to vote promptly, even if you plan to attendBrokernon-votes will not be counted for the meeting. Like broker non-votes, abstentions will also count as a vote “AGAINST”purpose of determining the number of votes necessary for approval of this proposal.

PROPOSAL NO. 4

PROPOSED AMENDMENTS TO CERTIFICATE OF INCORPORATION TO SETBoard Recommendation

SUPERMAJORITY VOTING PROVISIONS FOR CERTAIN AMENDMENTS AT 66 2/3^rds%

OF OUR SHARES

OurThe Board of Directors unanimously adopted resolutions proposing to amend Articles Fourteenth, Fifteenth and Sixteenthrecommends that you vote “FOR” approval of the certificateRestated ESPP. We believe that employee stock ownership is an important aspect of incorporation to set certain “supermajority voting provisions”aligning Company interests with respect to amendments to our certificate of incorporation and bylaws at 66 2/3^rds%those of the voting powershareholders, and improving Company performance. We further believe that the Restated ESPP provides Company employees with a reasonable incentive to purchase the Company’s stock and an effective means of our shares. This Proposal No. 4 is conditioned upon approval of “Proposal No. 3 –Proposed Amendment to Our Certificate of Incorporation to Declassify Our Board of Directors,” as described on page 8 of this Proxy Statement. Accordingly, if Proposal No. 3 is not adopted by stockholders, this Proposal No. 4 will not be adopted irrespectivedoing so. Thus we feel strongly that adoption of the outcome of the vote on this Proposal No. 4.

General Information on the Proposed Amendments

Article Fourteenth of the certificate of incorporation currently requires the affirmative vote of the holders of eighty percent (80%) or more of all outstanding shares of capital stock entitled to vote in election of directors, considered as a single class, for stockholders to amend, modify or repeal any provision of Article Twelfth, Article Thirteenth or Article Fourteenth of the certificate of incorporation or any provision of the bylaws relating to the number or term of office of directors. Article Fourteenth also states that the foregoing 80% thresholdRestated ESPP is reduced to a majority of the outstanding shares if the Board of Directors, by resolution adopted by a majority of directors then in office, recommends to the stockholders the adoption of any amendment to such provisions. Article Twelfth of the certificate of incorporation addresses provisions relating to the Company Board of Directors (including, if approved by stockholders pursuant to Proposal No. 3, the provisions of the certificate of incorporation relating to the phased declassification and annual election of the Board of Directors), and Article Thirteenth addresses approval provisions relating to transactions with “interested stockholders”. The proposed amendment to Article Fourteenth, if adopted, would replace the eighty percent (80%) supermajority vote requirement to approve amendments to the specified provisions of the certificate of incorporation (i.e., Articles Twelfth, Thirteenth and Fourteenth) with a requirement that sixty-six and two thirds percent (66 2/3^rds%) or more of our shares would be able to amend, modify or repeal any such provision. The proposed amendment would also eliminate the majority-then-in-office voting exception contained in Article Fourteenth. In effect, if the proposed amendment is adopted, assuming the Board of Directors were to recommend such future changes to the certificate of incorporation, stockholders will be able to approve future changes to Articles Twelfth or Thirteenth of the certificate of incorporation by a vote of sixty-six and two thirds percent (66 2/3^rds%) of our shares.

Article Fifteenth of the certificate of incorporation currently requires the affirmative vote of the holders of eighty percent (80%) or more of the voting power of our capital stock entitled to vote in the election of directors for stockholders to amend, modify or repeal any provision of Article Fifteenth of the certificate of incorporation. Article Fifteenth contains a prohibition on stockholders acting by written consent (unless the consent is executed by all of our stockholders). The proposed amendment to Article Fifteenth, if adopted, would replace the eighty percent (80%) supermajority vote requirement to approve amendments to Article Fifteenth with a requirement that sixty-six and two thirds percent (66 2/3^rds%) of our shares would be able to amend, modify or repeal any such provision. In effect, if the proposed amendment is adopted, assuming the Board of Directors were to recommend such future amendment to the certificate, stockholders can repeal the prohibition on action by written consent by a vote of sixty-six and two thirds percent (66 2/3^rds%) of our shares.

Article Sixteenth of the certificate of incorporation currently requires the affirmative vote of the holders of eighty percent (80%) or more of the voting power of our capital stock entitled to vote in the election of directors for stockholders to adopt any new bylaws or amend, modify or repeal any provision of our bylaws. Article Sixteenth also requires the same vote to amend Article Sixteenth itself. The proposed amendment to Article Sixteenth, if adopted, would replace the eighty percent (80%) supermajority vote requirements for stockholders to approve amendments to our bylaws or the adoption of new bylaws (or amendments to Article Sixteenth) with a requirement that sixty-six and two thirds percent (66 2/3^rds%) or more of our shares would be able to adopt any new bylaws or amend, modify or repeal any provision of our bylaws or amend Article Sixteenth of the certificate of incorporation. In effect, if the proposed amendment is adopted, stockholders can amend the bylaws or adopt new bylaws by a vote of sixty-six and two thirds percent (66 2/3^rds%) of our shares. If the amendments are adopted, the bylaws would continue to permit bylaw amendments adopted by a majority of the Board.

Considerations and Reasons for the Proposed Amendments

As with many public companies, the current supermajority voting requirements for amendments to our certificate of incorporation (which stand at 4/5ths, or eighty percent (80%) of the voting power of our capital stock) were originally implemented when we became a public company in 2007 to broadly protect the interests of our stockholders.

Together with the proposed amendment to effect declassification (see “Proposal No. 3 – Proposed Amendment to Our Certificate of Incorporation to Declassify Our Board of Directors”), our Board of Directors resolved to adopt and recommend the proposed amendments to our supermajority voting provisions following a careful review of the Company’s corporate governance practices and based on its desire to be responsive to evolving standards of corporate governance and to the concerns of our stockholders. In particular our Board broadly reviewed the amendment practices, including the quantitative voting thresholds, existing both at companies generally comparable to Quanex in size and at companies in the S&P 500.

In recent years, stockholders of many public companies have requested the complete elimination of the supermajority voting standard for stockholder actions, and a number of companies have effected such changes. Our Board continues to believe that supermajority voting provisions remain in the best interest of the Company, its employees, and its stockholders because they facilitate corporate governance stability by requiring broad stockholder consensus to effect changes, and in the process help protect minority stockholder interests. In addition, Quanex’s supermajority thresholds for amendments to our certificate of incorporation in particular address limited circumstances, and the Board does not believe that the elimination of the supermajority votes for such circumstances is appropriate. With that said, our Board of Directors recognized that the Company’s existing eighty percent (80%) voting thresholds for certain amendments to our certificate of incorporation, or for changes to bylaws initiated by stockholders, are high and increasingly disfavored and pose a challenging threshold for stockholders to reach to effect certain changes and participate in important company decisions that are properly within the realm of stockholders under state corporate law. For this reason, the Board determined that an evaluation of a reduction in – as opposed to an elimination of – the supermajority thresholds for amendments was warranted and would be consistent with the Board’s commitment to strong governance practices.

In making its recommendation, the Board carefully considered the advantages and disadvantages of reducing the thresholds set forth in our supermajority voting provisions for amendments to our certificate of incorporation and bylaws. The Board also considered whether complete elimination of supermajority voting standards for amendments would be advisable or prudent. As noted, while supermajority voting thresholds can facilitate stability and protect minority rights, supermajority vote requirements (and particularly high thresholds such as 80%) can limit the ability of a large group of stockholders at any particular time to effect change by essentially providing a veto to a minority stockholder or group of stockholders. In addition, a lower threshold for stockholder votes can increase stockholders’ ability to participate effectively in corporate governance. Finally, the Board is aware that many investors and others have come to perceive supermajority voting provisions as conflicting with principles of good corporate governance and accordingly believe that lower thresholds are responsive to this growing sentiment and an effective step in enhancing our corporate governance. As noted above, the Board did not believe that eliminating the Company’s supermajority voting requirements in their entirety was in the best interests of stockholders.

After weighing all of these considerations, the Board determined it is in the best interests of our stockholders to set the supermajority vote requirements for amendments at sixty-six and two thirds percent (66 2/3^rds%) of the voting power of our shares; has approved resolutions setting forth the proposed amendments to Articles Fourteenth, Fifteenth and Sixteenth of the certificate of incorporation; has resolved to submit the proposed amendments to stockholders for their consideration and adoption at this meeting; and has recommended that stockholders vote to adopt the proposed amendments.

As previously discussed, while the amendments to Article Fifteenth and Sixteenth simply lower the supermajority voting thresholds contained in those provisions to at sixty-six and two thirds percent (66 2/3^rds%) of the voting power from an eighty percent (80%) threshold and would affirmatively make changes to such provisions or the bylaws easier to effect by stockholders, the amendment to Article Fourteenth also eliminates an exception that would permit a majority vote of our outstanding stock to approve changes to Articles Twelfth and Thirteenth (and Article Fourteenth itself) if a majority of the directors then-in-office recommends the change to the stockholders. The Board believes that this exception existed in part to facilitate the dismantling of a classified board structure (as set forth in our existing Article Twelfth) should this change be recommended by our Board. The dismantling of our classified Board structure is now being recommended (see “Proposal No. 3 –Proposed Amendment to Our Certificate of Incorporation to Declassify Our Board of Directors”), which – if

approved – arguably obviates the need for the majority exception going forward. The Board also believes that the elimination of the majority exception in Article Fourteenth is prudent (a) to better protect for the benefit of our stockholders the specific provisions and policies set forth in our certificate of incorporation and bylaws that are covered by the relevant sections (e.g., other Board related protections, such as the Board’s right to fill vacancies, set forth in Article Twelfth; or approvals in connection with interested stockholder transactions set forth in Article Thirteenth) in a regime of annually elected directors (i.e., where a majority of the board can be changed at one election, or be removed without cause), (b) to provide better consistency with the other amendment related approval thresholds of our certificate of incorporation set forth in Articles Fifteenth and Sixteenth, (c) to make it harder for the Board to reverse declassification and later re-institute a classified board and (d) for reasons of overall simplicity in the mechanics of our constituent documents. While such change is being effected in the context of lowering the eighty percent (80%) threshold and other changes which enhance stockholder rights, the elimination of the majority vote exception may nevertheless have an antitakeover effect. For example, if stockholders were successful in replacing a majority or all of our Board, any further effort to amend or eliminate certain provisions of our Certificate of Incorporation which themselves have the effect of delaying, deferring or preventing a change of control (e.g., Article Thirteenth), may be impacted.

Because Article Sixteenth is being amended to reduce the voting threshold for stockholders to amend the bylaws to sixty-six and two thirds percent (66 2/3^rds%) of our shares and the majority exception is being eliminated, there became no reason to include a reference to bylaw changes in Article Fourteenth (Article Fourteenth previously subjected changes to any provision of the bylaws relating to the number or term of office of directors to a vote of eighty percent (80%) of the voting power of the capital stock, subject to the majority exception referenced herein).

Text of the Proposed Amendments to the Certificate of Incorporation

The general description of the proposed amendments to the certificate of incorporation set forth above is qualified in its entirety by reference to the complete text of the amendments, which is attached as Annex B to this proxy statement. If the proposed amendments are adopted at the 2016 Annual Meeting, they will become effective upon the filing by the Company with the Secretary of State of the State of Delaware of a certificate of amendment to the certificate of incorporation currently in effect.

Conditional Bylaw Amendments

In connection with its approval of resolutions to amend Articles Fourteenth, Fifteenth and Sixteenth of the certificate of incorporation, the Board of Directors also approved a conforming amendment to Article XIII of the bylaws to reflect the same change in Article XIII as would be reflected in Article Sixteenth of the certificate of incorporation if the proposed amendments to our certificate of incorporation regarding our supermajority thresholds for amendments is adopted by stockholders.

Vote Required

The affirmative vote of four-fifths or eighty percent (80%) of the outstanding shares of stock of the Company entitled to vote in elections of directors is necessary to adopt the proposed amendments to our certificate of incorporation with respect to setting the supermajority thresholds for amendments at sixty-six and two thirds percent (66 2/3^rds%) of the voting power of our stock. Unless otherwise instructed, proxy holders will vote the proxies received by them “FOR” this proposal. If you are a beneficial holder and do not provide specific voting instructions to your broker, the organization that holds your shares will not be authorized to vote on this proposal and will have the effect of a vote “AGAINST” this proposal. Accordingly, we encourage you to vote promptly, even if you plan to attend the meeting. Like broker non-votes, abstentions will also count as a vote “AGAINST” this proposal.shareholders.

PROPOSAL NO. 5

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 2016.2017. 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, 2016.2017. 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.

Vote Required

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. Brokernon-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, 2016.2017.

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 or between 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.

Mr. Griffithswas 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. Korbwas 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. Delaneywas 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–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. Williamswas named Vice President – Controller of the Company effective July 1, 2013. Prior to joining the Company, Mr. Williams served as the Vice President – Accounting, Corporate Controller, Chief Accounting Officer and Assistant Treasurer of Complete Production Services, Inc., a publicly held oilfield service provider, from 2009 until it was acquired by Superior Energy Services in 2012. In this role, Mr. Williams served as principal accounting officer and also provided cash management services, various treasury functions, and purchase accounting/transaction support. Prior to that, he served as Assistant Controller for Complete Production Services from 2005 to 2009. During the time from his 2012 departure from Complete Production Services until he joined the Company in 2013, Mr. Williams engaged in consulting work primarily related to purchase transaction accounting for several oil fieldoilfield service companies.

Mr. Ketelaar Zuehlkewas 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. Mr. Ketelaar’s employment with the Company ended on November 3, 2015. Prior to joining the Company in 2012, Mr. Ketelaar served from 2007 to 2012 as Vice President – Investor Relations and Assistant Treasurer of the Company effective January 25, 2016. Prior to joining the Company, Mr. Zuehlke served as Vice President, Investor Relations for Halcón Resources from 2011 to 2016, and as Director, Investor Relations for Geokinetics from 2010 to 2011. In those roles, Mr. Zuehlke was responsible for leading and managing the investor relations function and acting as the primary contact to the investment community. Halcón is an independent energy company focused on the acquisition, production, exploration and development of onshore liquids-rich assets in the United States, while Geokinetics is an international land and shallow water geophysical service company focusing on the petroleum and mining industries. Prior to joining Geokinetics, Mr. Zuehlke served as Manager, Finance and Investor Relations for Hercules Offshore from 2009 to 2010. Mr. Zuehlke began his career 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 2007Invesco, where he was employed as an Investor Relations Vice President at AmerUs Group/Aviva USA.Equity Analyst and Market Data Associate from 1998 to 2009.

DIRECTOR AND OFFICER COMPENSATION

Director Compensation

Directors who are also employees of the Company do not receive any additional compensation for serving on the Board. In fiscal 2015,2016, Mr. Griffiths was the only director who also served as an employee of the Company. As such, he did not receive any additional compensation for Board service, and has not since the date on which he became an employee.

For the fiscal year ended October 31, 2015,2016, the Company’snon-employee directors received the following compensation (effective May 1, 2015):compensation:

Annual Stock Retainer⁽³⁾ – Beginning November 1, 2015, on the first business day of each fiscal year, non-employee directors shall receive an annual restricted stock unit award of $80,000 in equivalent value. The restricted stock unit award vests immediately upon issuance. If the non-employee director meets the Company’s director stock ownership guidelines (in shares and share equivalents), payment of the award will be deferred automatically to the director’s separation from service (or, if earlier, a change in control of the Company), unless an election is made by the director to settle and pay the award on an earlier permitted specified date, and such election is made prior to the last day of the deferral election period applicable to the award under Section 409A of the Internal Revenue Code. If the non-employee director has not met the Company’s applicable stock ownership guidelines, then payment of the award will automatically be deferred until the director’s separation from service, and no election for an earlier payment date will be allowed. For purposes of this paragraph, the determination of whether a director meets the stock ownership guidelines will be made as of December 31^st of the calendar year immediately preceding the calendar year in which the applicable restricted stock unit award is granted. The restricted stock unit awards that were granted on November 2, 2015, immediately vested, and will be paid upon the earlier of the director’s separation from service or a change in control of the Company, and no election for an earlier payment date was allowed for any director, regardless of stock ownership. For restricted stock units awarded in calendar 2016 and thereafter, directors will have an election for a deferred compensation arrangement under which directors may elect the timing of the payment in compliance with applicable regulations and the Quanex policy noted above. No stock retainer grants were made in the fiscal year that ended on October 31, 2015.

have been paid had it not been deferred. If a dividend or other distribution is declared and paid on Common Stock, for each notional common stock unit credited to a director’s account a corresponding credit will be accrued in the director’s notional matching account. All director deferrals are 100% vested. No payments may be made under the DC Plan until a distribution is permitted in accordance with the terms of the DC Plan. In the event of a “change in control” of the Company, any amount credited to a director’s account is fully vested and is payable in cash within five days after the change in control occurs. A “change in control” is defined generally as (i) an acquisition of securities resulting in an individual or entity or group thereof becoming, directly or indirectly, the beneficial owner of 20% or more of either (a) the Company’s then-outstanding Common Stock or (b) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors, (ii) a change in a majority of the persons who were members of the Board of Directors as of December 12, 2007 (the “Incumbent Board”), (iii) generally, a reorganization, merger, or consolidation or sale of the Company or disposition of all or substantially all of the assets of the Company, or (iv) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. For this purpose, an individual will be treated as a member of the Incumbent Board if he becomes a director subsequent to December 12, 2007, and his election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board; unless his initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or group other than the Board. All distributions under the DC Plan will be made in cash. Any deferral or payment permitted under the DC Plan is administered in a manner that is intended to comply with Section 409A of the Internal Revenue Code of 1986.

(2)	Mr. Rupp serves as Chairman of the Nominating & Corporate Governance Committee, but has chosen to decline the Committee Chairman Fee related to that position.

(3)	Restricted stock unit grants are issued from the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended.

The table below shows the total compensation of ournon-employee directors for the fiscal year ended October 31, 2015.2016.

The following table shows the grant date fair value of restricted stock units and option grants made during fiscal year 20152016 as well as the aggregate number of restricted stock units and stock option awards outstanding for eachnon-employee director as of October 31, 2015:2016:

Compensation Discussion and Analysis

Introduction

This section of the proxy describes the compensation paid to the executive officers listed in the Summary Compensation Table on page 41 of this Proxy Statement:

The compensation programs described, however, apply more broadly to other officers and management personnel at the Company, with changes as appropriate to reflect different levels and types of responsibility. The Company believes that this approach helps to align Quanex employees into a unified team committed to the Company’s corporate objectives.

Executive SummaryBusiness and Compensation Context

2015Strategic Repositioning

Beginning in 2013, the Company Highlightsembarked on a transformative strategy that began with the hiring of new CEO, William Griffiths. Under the leadership of Mr. Griffiths and with ongoing oversight of our Board of Directors, the Company’s executive team began implementing a strategic transformation plan to improve profitability, increase free cash flow and adjust the Company’s portfolio of businesses and products to drive long-term shareholder value.

Quanex achieved notable operational performanceFollowing a critical assessment of our business units, in early calendar year 2014, we divested our rolled aluminum sheet business, Nichols Aluminum. While this action initially reduced annual revenues, in keeping with our strategic priorities, we significantly increased Earnings Before Interest, Taxes, Depreciation and tookAmortization (EBITDA) and improved our margins. Following this divestiture, we became almost exclusively a components supplier to window and door manufacturers. Becoming a “pure play” building products company and tailoring our business to selling our products to OEM window and door manufacturers, we began solidifying our foundation based on our transformative strategic actions in 2015. Achieving these fundamental business objectives is essential to delivering exceptional returnsplan.

In 2015, we acquired HL Plastics, a vinyl window and door frame business. This acquisition further added to our shareholdersEBITDA and servesEBITDA Margin (defined as EBITDA divided by Revenue) and reinforced our strategy of value driven business units.

At the beginning of fiscal 2016, we acquired Woodcraft, a key value driver for our stock price over time. Our 2015 achievements included:supplier of hardwood and manufactured cabinet doors and components. This stage of the transformation added to the Company’s portfolio of components that are supplied to building products OEMs. Along with enhancements to operations, we continued to improve EBITDA and EBITDA Margin.

The following graphs illustrate the effect of these strategic decisions on critical scope and financial metrics. They are presented on a pro forma basis to include the results of Nichols Aluminum (excluding aone-time gain on the sale of Nichols) in order to provide an understanding of the Company’s execution on its strategic goals.

Reported EPS from continuing operations of $0.45 as compared

		While revenues initially declined, margins improved, reflecting alignment with our transformative strategic plan.				Growth in Pro Forma EBITDA, free cash flow, and Pro Forma EBITDA margin reflect execution against strategic objectives.

Financial Metric(1)		Fiscal 2013(2)				Fiscal 2014(3)				Fiscal 2015(4)				Fiscal 2016
Revenue ($M)		$	953			$	733			$	646			$	928
EBITDA ($M)		$	44			$	47			$	61			$	103
EBITDA Margin			4.7	%			6.4	%			9.4	%			11.1	%
Free Cash Flow ($M)		$	6			$	(13	)		$	37			$	49

(1)

For the periods presented above, a reconciliation of Pro Forma EBITDA to Net Income as reported by the Company and a reconciliation of Free Cash Flow to Cash Provided by Operating Activities as reported by the Company, are included inAnnex B to this Proxy Statement. Free Cash Flow is defined as cash provided by operations less capital expenditures.

(2)	Fiscal 2013 includes $398 million of Revenue and $8 million of EBITDA attributable to Nichols Aluminum.

(3)	Fiscal 2014 includes $137 million of Revenue and $38 million of EBITDA attributable to Nichols Aluminum. Fiscal 2014 EBITDA excludes aone-time gain on the sale of Nichols in the amount of $39 million.

(4)	Fiscal 2015 includes no Revenue and $1 million of EBITDA attributable to Nichols Aluminum.

Since we began our transformative strategy three years ago under Mr. Griffiths’ leadership, both EBITDA and EBITDA Margin have more than doubled (from $44 to $0.22 in the prior year

Realized Pay for Performanceand Shareholder Alignment

The Compensation Committee designseffect of the Company’s compensation programs to rewardstrategic repositioning has meaningfully reduced realized pay for Company performance.our executives during this time frame. The following chart compares the relationship between the CEO’s target and realized pay to the Company’s total shareholder return (TSR)revenue on a pro forma basis over the past five years.strategic transition period.

While target pay has remained constant, realized pay has been responsive to execution of new strategy.

Note: Target pay includes base salary, target bonus and the grant date value of options, restricted stock, cash-based performance units, and performance share units for the applicable period. Realized pay includes base salary, bonus payout,in-the-money value of stock options based on the October 31, 20152016 stock price, the value of restricted stock granted during the period based on the October 31, 20152016 stock price, and the value of cash-based performance units and performance share units paid out during the period.

Note: This analysis assumes target pay for the current CEO and the realized pay attributable to the Long Term Incentive (“LTI”) awards made to the former CEO for FY 2013. Revenue reflects the Company’s fiscal year end revenue for each applicable year. Fiscal 2013 revenue includes $398 million attributable to Nichols Aluminum. Fiscal 2014 Revenue includes $137 million attributable to Nichols Aluminum.

The following table shows the payout (as a percentage of target) for the Company’s annual incentive award program (“AIA”) and cash-settled performance unit plan.awards under the Company’s Long-Term Incentive Plan. Over the past five years, the average AIA payout has been approximately 57%73% of target whereas the average performance unitaward payout has been approximately 41% of target.

Responding to Shareholders: Changes for 2017

In line with our transformative strategy and our commitment to aligning pay and performance, we undertook careful analysis of the value drivers of our business in relation to our compensation arrangements. As a result, decisions were made to change our compensation programs for fiscal 2017. The Committee believes that the decisions made to our program going forward demonstrate our commitment to align executive compensation with stockholder interests and encourage value creation at Quanex. Although these changes are discussed here, the full impact of these decisions will be reflected in 2017 pay and in next year’s proxy statement. These recent changes include the following:

Compensation Best Practices

We use traditional compensation elements of base salary, annual incentives, long-term incentives, and employee benefits to deliver attractive and competitive compensation. We benchmark both compensation and Company performance in evaluating the appropriateness of pay. All of our executive pay programs are administered by an independent compensation committee, with assistance from an independent consultant. We have historically targeted the market median for fixed compensation, while providing the executive with an opportunity to earn upper quartile incentive pay based on company performance. For FY 2016 the Committee decided to change the strategy to target market median for all elements of compensation. Some highlights to our executive compensation program include the following actions:

Compensation Program Overview

Our compensation program is designed with the intent of linking our executives to the shareholder experience. With this in mind, the Committee:

Compensation Objectives

We design our executive compensation program to further our corporate goal of being a consistently high-performing growth company.paying for performance. Our compensation plan and pay strategy focus on and are intended to influence the profit margins of our businesses, cash flow generation, returns to stockholders and efficient management of our operations.

Our specific objectives and related plan features include:

Competitive Positioning

Fiscal 20152016

Annually theThe Compensation Committee annually examines the level of competitiveness and continued appropriateness of our executive compensation program. For fiscal 2016, Quanex usesused comparative compensation data from a group of direct and related industry companies, referred to in this CD&A as the “Reference Group,” as a point of reference in designing its compensation levels and in setting compensation levels. The Reference Group consistsconsisted of companies selected on criteria including size, complexity, revenue, market capitalization, risk profile, asset intensity, margins, and industrial application of the primary business. The use of a larger Reference Group is intended to provide more statistically valid comparisons with less volatility from year to year. Forfor fiscal 2015, the Reference Group2016 consisted of the following 31 companies:

Frederic W. Cook & Co., Inc. (“FW Cook”), an independent compensation consultant to the Compensation Committee, usesused the Reference Group pay information, along with manufacturing and general industry survey data, to develop the appropriate range of compensation for each executive position. FW Cook also preparesprepared an independent analysis of our key performance indicators such as profitability, growth, capital efficiency, balance sheet strength, and total return to stockholders compared to those companies in our Peer Group.sixteen industry peers. These results arewere then reported to the Compensation Committee in order to provide a thorough picture of the competitiveness of pay in the context of our performance as compared with that of our peers. While the Compensation Committee uses this analysis to help frame its decisions on compensation, it uses its collective judgment in determining executive pay. The Compensation Committee exercises discretion in making compensation decisions based on the following inputs: its understanding of market conditions, its understanding of competitive pay analysis, recommendations from the CEO regarding his direct reports, the Committee’s overall evaluation of the executive’s performance, and our overall compensation strategy.

Changes for Fiscal 2017

Following the Company’s successful execution of strategic initiatives, the Company examined the previous comparator group for benchmarking compensation and determined to transition from the reference group approach to a peer group approach comprised of the Company’s direct industry peers. The Compensation Committee reviewed and approved the following 16 companies to be included in the Company’s fiscal 2017 peer group:

Program Description

Our executive compensation program is a traditional design structure that has been customized to suit the business and organizational objectives of the Company. It includes base salary, annual cash incentive compensation, long-term incentives and executive benefits. Our fiscal 20152016 long-term incentive program consisted of stock option grants, restricted stock grants and performance share awards. The amount of pay that is performance-based for an executive is directly related to the level of responsibility held by the position; accordingly, our highest ranked executive has the most performance-based pay as a percentage of total compensation. We attempt to set realistic but challenging goals in our annual incentive and performance share plans. In both cases, if we fail to meet thepre-determined standards, no plan-based compensation is earned by executives.

We evaluate the various components of compensation annually relative to the competitive market for prevalence and value. By setting each of the elements against the competitive market within the parameters of our compensation strategy, the relative weighting of each element of our total pay mix varies by individual. We do not set fixed percentages for each element of compensation. The mix may also change over time as the competitive market moves or other market conditions which affect us change. We do not have and do not anticipate establishing any policies for allocating between long-term and currently paid compensation, or between cash andnon-cash compensation. We have a process of assessing the appropriate allocation between these elements of compensation on a periodic basis and adjusting our position based on market conditions and our business strategy.

Base Salary

Purpose: This pay element is intended to compensate executives for their qualifications and the value of their job in the competitive market.

Competitive Positioning: The Company’s goal is to target the market median as our strategic target for base salary. We review each executive’s salary and performance every year to determine whether his/her base salary should be adjusted. Along with individual performance, we also consider movement of salary in the market, as well as our financial results from the prior year to determine appropriate salary adjustments.

While the Compensation Committee applies general compensation concepts when determining the competitiveness of our executives’ salaries, the Compensation Committee generally considers base salaries as being competitive when they are within approximately 10% of the stated market target (in this case, the market 50^th percentile). In the most recent analysis using both our referencecomparator group and general industry data, the salaries for our named executive officers ranged from 83%91% to 96%113% of the market 50^th percentile.

Fiscal 20152016 Review:In December 2014, the Compensation Committee agreed to maintain salary levels for the named executive officers, as set forth below.

Changes for Fiscal 2016:In October 2015, the Compensation Committee made the following salary changes for the named executive officers based on several factors including Company performance, performance of the executives, the Company’s relative position to the market, and the fact that no increases were awarded the past year. Mr. Zuehlke’s base salary was determined in connection with his initial hiring in January 2016.

Changes for Fiscal 2017:In October 2016, the Compensation Committee decided to maintain current base salaries, as set forth above, based on the Company’s relative position to market and overall stockholder return.

Annual Incentive Awards (AIA)

Purpose:This element of compensation is intended to reward executives for the achievement of annual goals related to key business drivers. It is also intended to emphasize to executives the key business goals of the Company from year to year.

Competitive Positioning: The Company’s strategy is to target the market median for annual incentives for performance that meets expected levels. We have established the range of possible payouts under the plan so that our competitive position could be above or below our stated strategy based on performance outcomes. Our most recent analysis showed our named executive officers to be in a range of 86%91% to 98%112% of the market median on target total cash compensation.

Plan Mechanics: The Company’s 2008 Omnibus Incentive Plan, as amended in 2011 and 2014 (the “Omnibus Plan”) serves as the governing plan document for our AIA. The AIA is a goal attainment incentive plan design that pays target award levels for expected performance results.

Fiscal 20152016: The AIA emphasizes earnings and informed decision making with regard to the Company’s operational and strategic goals. To integrate the goals of the AIA throughout the Company, the annual incentive program participation includes the top leaders of all of our domestic business divisions. We believe this is necessary in order to align managers throughout the organization with this incentive structure. The plan design requires the Company (excluding any amounts attributable to corporate) to have positive operating income in order for any Annual Incentive Awards to be paid out. If the performance hurdle is met, then the bonus pool for all 2015 Annual Incentive Awards is funded at the maximum bonus opportunity level.

If funded, the Compensation Committee will assess performance against the fiscal 20152016 corporate scorecard weighted 100% on EBITDA, before taking into account operational and strategic goals. The Company set the performance expectations based on the forecasted results of the operating divisions and the projected markets for building products.

Target Award Levels: Based on competitive market practices for annual incentives, and our compensation strategy, we set a target award opportunity for each of our executives. This is the amount of incentive compensation the executive can earn when performance meets expected results, or “target.” The table below reflects the payout percentage of a named executive’s base salary at the threshold, target and maximum levels of performance.

Fiscal 20152016 Results: For fiscal 2015,2016, the performance hurdle of positive operating income (excluding corporate) was met, with the Company having earned operating income of $53$45.5 million. Once the hurdle was met and the plan was funded, the Compensation Committee applied discretion to determinedetermined the incentive payouts. The primary metric for the AIA scorecard considered by the Compensation Committee was the EBITDA target of $63$118.9 million. The Committee adjusted EBITDA results by factoring in the effect of foreign exchange rates, LIFO, stock based compensation, and transaction related costs, excluding results of the an acquisition in June 2015, to arrive at a revised EBITDA target of $61$117.1 million. The Company achieved adjusted EBITDA of $60$110.5 million, or 92.8%94.4% of target, which resulted in an AIA achievement of 92.8%81.4% of target payment. The AIA achievement resulted in payments to participants as follows:

Fiscal 20162017 Decisions:For fiscal 2016,2017, the Compensation Committee decided to maintain the overall structure of the AIA.

The fiscal 20162017 scorecard will continue to be weighted 100% EBITDA. We believe that the use of a single financial measure helps focus the management team on operational excellence and profitability. The plan will continue to use positive operating income (excluding any amounts attributable to corporate) as the initial performance hurdle.

AIA participant targets will remain the same for fiscal 2017, with the exception of theVP-Controller. The Committee chose to raise the AIA target for theVP-Controller to 50% of salary in order to align with that of theVP-Investor Relations and Treasurer. The following provides the AIA targets were established for the executives for fiscal 2016:2017:

Long-Term Incentive Compensation

Purpose: We have a long-term incentive program designed to help align the interests of executive management with shareholders and reward executives for the achievement of long-term goals. Long-term incentives are also critical to the retention of key employees and provide executives an opportunity for personal capital accumulation. For these reasons we have placed more value on the long-term incentive element of compensation than on other elements. The result is that this element of compensation represents at least half of the named executive officers’ total direct compensation.

Competitive Positioning: For fiscal 2016, we evaluated the long-term incentivesincentive philosophy and made modifications in FY 2015, we targetedorder to target the opportunity to earn50th percentile of the market 75^th percentile based on Company performance. When reviewing the positionmarket. In our most recent analysis versus the market, we found that the named executive officers’ competitive positioning ranges from 62%92% to 92%118% of the market 7550^thpercentile. We believe the widenarrow range of competitiveness in our executive group is partly due to widely varyingnarrowing practices among reference groupcomparator companies. The

individual performance of each named executive officer is not considered in the value of the long-term incentive awards granted. Since the goals are set prospectively, the Company’s financial performance determines the ultimate value of the award.

Participation: Participation in the program includes the named executive officers and certain key contributors to the business and is determined based on competitive practices as well as our assessment of which positions contribute to long-term value creation.

Target Award Levels: For FY 2015, we establishedIn order to facilitate the CEO’s total long-term incentive value based on our compensation goal of providingchange to target the opportunity to earn 7550^th percentile, long-term incentive compensationwe maintained the dollar value when performance warrants. It represents 58%of target awards for our three most senior officers and target award percent of salary for our VPs. The following LTI targets were established for the executives for FY 2016, which generally position the executives within 10% of the CEO’s total direct compensation. When establishing appropriate targets for other named executive officers, we used the 75^th percentile of the competitive market as a reference point. The long-term incentive award values for the other named executive officers represent relatively less as a percentage of total direct compensation, reflecting the officers’ responsibilities and ability to influence shareholder returns. From year to year, the CEO may recommend adjustments to the value of long-term incentives awarded to the other executive officers, based on his assessment of their individual contribution.

The following table sets forth the target award levels for the FY 2015 long-term incentives of each of our named executive officers:median.

Fiscal Year 20152016 Long-Term Incentive Program Design

Vehicles and Goals

The Company’s fiscal 20152016 program consisted of a combination of stock options, performance shares and restricted stock. The allocation between the long-term incentive vehicles is determined by the Compensation Committee based on market information provided by its compensation consultant, as well as input from senior management regarding the key business drivers that allow for the continuation of a results-oriented culture. The Omnibus Plan does not provide for any specific subjective individual performance component in determining the ultimate value of the award. The following chart illustrates the fiscal 20152016 allocation of long-term incentives by vehicle type, with a description of each and related performance goals.

Stock Options

Options to purchase company stock comprised approximately 25% of our long-term incentive target value for fiscal 20152016 and provide executives the opportunity to share in the increase in stock value over time. They provide an element of compensation that varies along with changes in stock price over time. These awards also offer our executives the opportunity to accumulate value (if the Company’s stock appreciates) since the growth in value occurs over a long period of time (up to 10 years), and gains from that growth are not taxed until such time as the options are exercised. Since we generally use ratable vesting over three years for each award, stock options also serve a meaningful role in the retention of our key employees.

Our stock options are granted at the fair market value closing price on the date of grant, have a term of ten years, and generally vest ratably over a three-year period.

Restricted Stock

Restricted stock represents 25% of the participant’s long-term incentive value. We chose 25% of the total value because it provides meaningful retentive value to our key executives, helps smooth out market volatility, and is cost efficient. The restricted stock awards vest three years after the award is granted, so long as the participant remains employed by us. We believe restricted stock awards are an effective long-term compensation vehicle through which key employees can be retained, especially through volatile periods in the market.

Performance Shares

Performance shares represent 50% of the participant’s long-term incentive value. Performance shares are payable 50% in cash and 50% in stock and are intended to motivate executives to achieve preset goals that are in line with critical business drivers. These awards also provide an incentive for executives to outperform peer companies as measured by relative total shareholder return.

We set target award values for each year. These target award values are used to calculate the number of performance shares granted to each executive. The final number of shares to vest is not determined until the end of a three-year performance cycle and is based on Earnings Per Share Growth (or “EPS Growth”) and Relative Total Shareholder Return (or “Relative TSR”). Each goal is weighted 50% of the total performance share award. The goal for each metric is listed below:

ForTo measure performance for the fiscal 2015,2016 grant, the three-year cumulative compounded EPS growth will be applied to the starting value of $0.22$0.67 per share, which iswas derived from historical EPS, adjusted for the period ending EPS excluding the gains from the divestiturepro forma results of the Company’s aluminum operations.businesses acquired, less certain transaction costs.

Fiscal 20152016 Long-Term Incentive Grants

The number of long-term incentive awards granted during fiscal 20152016 was determined by: (1) taking 25% of the participant’s target award value and dividing it by the calculated Black-Scholes value of a Quanex stock option to determine the number of options, (2) taking 25% of the participant’s target award value and dividing it by the10-day average closing stock price between November 1, 2014,2015, and November 14, 2014,13, 2015, to determine the number of restricted stock awards and (3) taking 50% of the participant’s target award value and dividing it by the10-day average closing stock price between November 1, 2014,2015, and November 14, 2014,13, 2015, to determine the number of performance shares. The equity grant calculations apply an average stock price based on the first 10 trading days in November 2014.2015. For more information related to long-term incentive awards granted during fiscal 2015,2016, please see the table entitled “Grants“Grants of Plan Based Awards”Awards” located on page 44 of this Proxy Statement.

Previously Awarded Performance UnitsShares

Fiscal 20132014 Performance UnitsShares

The performance unitsshares awarded to our executives in December 20122013 (the “Fiscal 20132014 Performance Units”Shares”) became payable to executives in December 2015,2016, with a final value determined by the Company’s performance period for fiscal 20132014 through fiscal 2015. The Fiscal 20132016. Performance Unit grants’ measures and goals for the Fiscal 2014 Performance Shares included EPS Growth and Relative TSR, each weighted 50% of the total performance unitshare award. EPS Growth is measured as the cumulative value of EPS over the three-year performance period, and Relative TSR is expressed as the stock price

appreciation plus dividends reinvested relative to appreciation of our peer group. Relative TSR is determined by calculating the change in the value of our stock plus the value of dividends and comparing that value with that of our peer group. Our performance against thesepre-established goals determined the payout to executives within a range from threshold to maximum. Thepre-established goals and the actual performance to these goals are set forth below.

For the Fiscal 20132014 Performance Units,Shares, the total actual valuepayout was $0.00 per unit associated with Relative TSR and $100.00 per unitequal to 100% of target as a result of earning 200% of target associated with EPS Growth and 0% of target associated with relative TSR. Actual payout amounts for a total value per performance unit of $100.00. The payout waseach named executive officer were as follows:

Fiscal 20162017 Long-Term Incentive Grants

At the Compensation Committee’s December 2015October 2016 meeting, the Compensation Committee elected to maintain the Company’s general LTI plan design fromwhich includes an LTI mix of 25% stock options, 25% restricted stock and 50% performance shares. As part of our emphasis on performance-based long-term incentives, for fiscal 2015.2017 the Compensation Committee added a Return on Invested Capital (“ROIC”) improvement modifier to our performance share design to encourage effective capital deployment along with earnings and stock price growth.

Fiscal 20162017 Performance Shares

The fiscal 20162017 performance share measuresshares will continue to include EPS Growth and Relative TSR, each weighted 50%. New for 2017, the payouts under these metrics will be subject to a modifier based on ROIC improvement. EPS Growth is measured as the cumulative value of EPS over the three-year performance period, and Relative TSR is expressed as the stock price appreciation plus dividends reinvested relative to appreciation of our peer group. These are the samegroup, and ROIC performance measures used underis measured as the Company’s FY 2015absolute improvement over the three-year performance share plan.period. ROIC is defined as net operating profit after

taxes divided by average invested capital. Net operating profit after taxes is defined as earnings from continuing operations plusafter-tax interest and amortization expense. Average invested capital is defined as the sum of the average debt and shareholders’ equity for the year. ROIC excludes other comprehensive loss, goodwill impairments andnon-economic accounting changes, as they are not reflective of our operating performance. Modifier payouts could range from 0% to 50% of target, but no modifier will be applied if the Company does not reach at least threshold performance on the EPS Growth and Relative TSR metrics. Performance shares will continue to be capped at 200% of target.

For fiscal 2016,2017, the three-year cumulative compounded EPS growth will be applied to the starting value of $0.67$0.80 per share, which is the pro forma EPS including the two recent acquisitions for fiscal 2015,2016, excluding transaction costs.

The reader is cautioned that the foregoing goals are not intended to and do not reflect guidance by or expectations of the Company as to actual results. These goals are part of an overall compensation program designed, among other things, to align executive compensation with the market’s reasonable expectations of performance and shareholder returns.

LTI Targets

For fiscal 2016,2017, we evaluated the long-term incentive philosophy and made modifications in orderwill continue to target the 50^th percentilemarket median for long-term incentives. Our review of the market. In order to facilitate this change, we maintained the dollar value of last year’s awards for three senior officers until such time as market conditions warrant further review.for fiscal 2017 indicated no change as compared to last year. The following table shows the LTI targets were established for the executives in FY 2016, which generally positioned the executives between the median and 75^th percentile of the market.executives.

Processes and Procedures for Determining Executive Compensation

Guided by the principal objectives described above, the Compensation Committee approves the structure of the executive compensation program and administers the programs for our executive officers, including matters where approval by our independent Compensation Committee members is appropriate for tax or regulatory reasons. The following describes the roles of key participants in the process.

The Role of Executives

Our Chief Executive Officer is the only executive who works with the Compensation Committee and compensation consultant in establishing compensation levels and performance targets. Our Chief Executive Officer is responsible for reviewing the compensation and performance of the other executive officers and, as such, makes recommendations to the Compensation Committee regarding adjustments in compensation to such executive officers. The Compensation Committee considers the Chief Executive Officer’s recommendations along with the Committee’s own evaluation of individual and business performance and the market data provided by its compensation consultant. In making recommendations, the Chief Executive Officer relies upon his evaluation of his direct reports’ performance and competitive compensation information. The Chief Executive Officer does not recommend his own compensation. The Chief Executive Officer recommends AIA performance goals to the Compensation Committee. The Chief Executive Officer, with input from the compensation consultant, recommends performance goals for long-term incentive awards that are properly aligned with the business goals and compensation strategy.

Our Senior Vice President – General Counsel and Secretary serves as the liaison between the compensation consultant, the Compensation Committee, and the Governance Committee. In this role, he interfaces with the compensation consultant to carry out the duties of the Compensation Committee and Governance Committee.

The Role of Independent External Advisors

To facilitate the formulation and administration of our compensation program, the Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) since July 2012 as its independent consultant on executive compensation matters. FW Cook helps the Compensation Committee assess the competitiveness and appropriateness of compensation programs throughout the market, including our peers, and develop a compensation program that is consistent with our objectives and market conditions. FW Cook meets with our Compensation Committee in executive sessions and advises the Compensation Committee with respect to a wide range of issues related to executive compensation. The Compensation Committee authorizes the scope of services that it desires FW Cook to provide for the Company, including reviewing and analyzing market data, evaluating our referencecomparator group composition, making recommendations for incentive system designs, providing market and regulatory updates, assisting with deliberations related to CEO compensation, reviewing any relevant information and reporting to the Compensation Committee on all aspects of our compensation programs. FW Cook reports directly to, and takes its charge from, the Compensation Committee. However, the Compensation Committee does not specifically direct on howthe manner in which FW Cook performs the scope of services it provides to the Company. Additionally, the Compensation Committee makes all final decisions regarding compensation.

Independence of Advisors

The Compensation Committee reviewed the independence of FW Cook based on the NYSE rules for independence which include the following factors: (i) the provision of other services to the Company by FW Cook; (ii) the amount of fees from the Company paid to FW Cook as a percentage of FW Cook’s total revenue; (iii) the policies and procedures of FW Cook that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the individual compensation advisors who serve the Committee with any member of the Committee; (v) any stock of the Company owned by such individual compensation advisors, and (vi) any business or personal relationship of FW Cook or the individual compensation advisors who serve the Committee with an executive officer of the Company. The Compensation Committee also reviewed FW Cook’s policies for avoiding conflicts of interest. The Compensation Committee has determined, based on its analysis of the factors listed above, that the work of FW Cook and the individual compensation consultants employed by FW Cook does not create any conflicts of interest and that FW Cook meets the NYSE standards for independence.

The Role of the Compensation & Management Development Committee

The Compensation Committee is currently comprised ofcomprises threenon-employee independent directors. The Compensation Committee’s duties in administering executive compensation programs include the following:

The Compensation Committee determines the Chief Executive Officer’s salary and incentive awards based upon an assessment of individual and Company performance, as well as market data provided by the compensation consultant. The Compensation Committee may form and delegate duties to subcommittees when appropriate. A more expansive list of the Compensation Committee’s responsibilities can be found in its charter, which can be viewed on our website atwww.quanex.com.

Post-Employment Compensation

Severance and change in control benefits are provided under the employment agreements of our executives, as well as under our incentive plans. These benefits are discussed at greater length in the section entitled “Employment Agreements and Potential PayoutsPayments upon Termination or Change in Control” on page 3635 of this Proxy Statement.

Since 2013, the Company has maintained a policy to no longer provide excise tax gross up benefits to any new executives in the event of a change in control termination.

Deferred Compensation Plan

The Company has a nonqualified deferred compensation program that gives executives the opportunity to defer income. As with our various other plans and programs, this deferral opportunity is designed to attract and retain key executives.

The deferred compensation program is administered by the Compensation Committee. Before eligible employees can participate, they must first receive a recommendation from our senior managers and then final approval by the Compensation Committee. Participants in the program may choose to defer up to 100% of their annual and long-term incentive bonuses. Participants may choose from a variety of investment choices in which the Company will invest their deferrals over the defined deferral period.

Executive Benefits

Purpose: The role of executive benefits is to provide financial security, enhanced employee welfare, and competitive packages that are meaningful in the markets for which we compete for executive talent. These programs provide post retirement income, and in some cases, additional benefits in place of those that would otherwise be lost due to plan limits imposed by the Internal Revenue Code.

Competitive Positioning: Our executive benefits strategy is to provide meaningful yet cost-efficient benefits to executives at a level that aligns with our desired competitive positioning of the market median. We provide executives with health and welfare benefits that are consistent with our program for exempt personnel generally. Supplemental retirement and supplemental life benefits are also provided to our officers.

Program Elements:

Other Compensation Items

Clawback Provision (Recovery of Incentive Payments)

We have a policy to enable the Board, in its judgment and to the extent permitted by governing law, to require reimbursement of any cash bonus or performance shares paid to executivesan executive where (a) the value of the award was predicated upon the achievement of certain financial results that were subsequently the subject of a material restatement, and (b) a lower payment would have been made to the executive(s)executive based on the restated financial results. In each instance, the Company may seek to recover that portion of the affected executive’s annual and/or long-term incentive payments that is higher than the payment that would have originally been paid. No reimbursement will be required if such material restatement was caused by or resulted from any change in accounting policy or rules. In addition, we have amended our performance based award agreements to facilitate a transition to new SEC and stock exchange requirements when they are finalized.

Risk Assessment

In fiscal 2015,2016, the Compensation Committee discussed and analyzed risks associated with the Company’s compensation policies and practices for executive officers and all employees generally. This discussion included, but was not limited to, topics such as eligibility, affordability, retention impact, corporate objectives, alignment with shareholder interests, governance, and possible unintended consequences. The Compensation Committee did not identify any risks arising from the Company’s compensation programs or practices that are reasonably likely to have a material adverse effect on the Company.

Executive Stock Ownership Guidelines

We encourage our executives to own our Common Stock because we believe such ownership provides strong alignment of interests between executives and shareholders. Our executive stock ownership guidelines provide that different levels of executives are expected to own a specific value of our Common Stock, expressed as a percentage of salary. The stock ownership requirement for the current CEO is effective five years after assuming his role. For other executives, the stock ownership requirement is effective three years after assuming their respective roles. The chart below shows the guidelines by executive level.

All but one of our named executives currently are in compliance with the executive stock ownership guidelines.

Timing of Certain Committee Actions

The Compensation Committee schedules actions related to executive pay to coincide with its regularly scheduled Board meetings in October and December:

Compensation decisions related to promotions or new hire awards are addressed on an individual basis, at the time the executive is promoted or first joins the Company.

Accounting Considerations and Tax Deductibility of Executive Compensation

In designing compensation programs, we consider the effects that accounting and taxation may have on us, the named executive officers or other employees as a group. AccountingWe account for compensation arrangements is in accordance with FASB ASC Topic 718. All share based payments to employees are measured at fair value on the date of grant and recognized in the statement of operations as compensation expense over their requisite service periods.

Section 162(m) of the Internal Revenue Code provides that we may not deduct for federal income tax purposes compensation of more than $1,000,000 paid in any year to the Chief Executive Officer or any of the three other most highly compensated executive officers, excluding the Chief Financial Officer, unless the compensation is paid solely on the attainment of one or morepre-established objective performance goals and certain other considerations are met. Under the terms of our annual cash bonus program and performance unit and performance share programs, the Compensation Committee may, in its discretion, adjust payouts to executives downward. Because the plans are intended to comply with Internal Revenue Code Section 162(m), no upward discretion in determining payouts is permitted.

Influence of Say on Pay Results on Executive Compensation Decisions

Management and the Compensation Committee are attentive to the outcome of the shareholder “Say on Pay” vote. At the Company’s 20152016 annual shareholder meeting, the Company received significant support for its executive

compensation program, with 97.6%97.07% of the votes in favor of the “Say on Pay” resolution. The Compensation Committee remains responsive to shareholder feedback and believes that the strong support from shareholders indicates satisfaction with the executive compensation program.

Employment Agreements and Potential Payments upon Termination or Change in Control

The Company has entered into change in control agreements with its named executive officers. We believe that the change in control agreements help us attract and retain our named executive officers by reducing the personal uncertainty and anxiety that arises from the possibility of a future business combination. During a potential change in control, we do not want executives leaving to pursue other employment out of concern for the security of their jobs or being unable to concentrate on their work. To enable executives to focus on the best interest of our stockholders, we offer change in control agreements that generally provide benefits to executives whose employment terminates in connection with a change in control.

In addition, to attract certain of our named executive officers to accept employment with us, we agreed to provide those officers who previously were employed by Quanex Corporation with severance agreements that will provide them certain of the protections they would have been entitled to if they had remained with Quanex Corporation following thespin-off of Quanex Building Products Corporation from Quanex Corporation in April 2008. The Company also entered into a letter agreement with the newits President and CEO, effective July 9, 2013, and a separate letter agreement with its Vice President – Investor Relations & Treasurer, effective January 25, 2016, each of which contains certain executive severance provisions. The Company entered into these arrangements because executives at this level generally require a longer timeframe to find comparable jobs as fewer jobs at this level exist in the market. In addition, executives often have a large percentage of their personal wealth dependent on the status of their employer, given the requirement to hold a multiple of their salary in stock and the fact that a large part of their compensation is stock-based. The amount and type of benefits were based on competitive market practices for executives at this level.

Provisions of the severance agreements and severance letter arrangement require a termination of employment before any benefits are paid. The change in control agreements require both a change in control and a termination of employment before any benefits are paid (a “double trigger”). If an executive officer who is covered by both a change in control agreement and a severance agreement or letter arrangement experiences both a change in control of the Company and a termination of employment, benefits are payable under only the change in control agreement; in no event will the executive be able to receive payment under both the severance agreement or letter arrangement and the change in control agreement.

Severance Agreements of Certain Executives

This section describes the severance agreements entered into by Quanex with the SVP – Finance and CFO and the SVP – General Counsel and Secretary. As described above, benefits are payable under the severance agreements following a termination of employment that meets certain requirements. A termination of employment that triggers benefits under the severance agreements includes involuntary termination by the Company without Cause. “Cause” exists if the executive commits gross negligence or willful misconduct in connection with his employment; an act of fraud, embezzlement or theft in connection with his employment; intentional wrongful damage to ourCompany property; intentional wrongful disclosure of our secret processes or confidential information; or an act leading to a conviction of a felony or a misdemeanor involving moral turpitude.

If the executive is entitled to benefits under the severance agreement, the executive will receive the following:

President and CEO Severance Letter Agreement

This section describes the severance provisions contained in the letter agreement entered into by the Company and Mr. Griffiths upon his assumption of duties as the Company’s Chairman, President and CEO. In the event that Mr. Griffiths’ employment is terminated by the Board of Directors for any reason other than “Cause,” as defined in the change in control agreement, or a material violation of the Company’s Code of Business Conduct and Ethics, the following benefits would be payable:

The letter agreement requires Mr. Griffiths to execute a mutually satisfactory release of all claims before the expiration of the 90^th day following his termination, or he shall forfeit any and all payment, reimbursements, and benefits due under the letter agreement.

Vice President – Investor Relations and Treasurer Severance Letter Agreement.

As part of the letter agreement entered into by the Company and Mr. Zuehlke upon his assumption of duties as the Company’s Vice President – Investor Relations and Treasurer, Mr. Zuehlke will receive twelve months of severance benefits in the event that his employment is terminated without cause within two years of his original hire date of January 25, 2016. Mr. Zuehlke will not receive such benefits if he is also entitled to benefits under the Change in Control Agreement discussed below, and the standard Quanex severance policy will apply if Mr. Zuehlke’s employment is terminated at any point after his first two years of employment.

Change in Control Agreements

As described above, benefits are payable under the change in control agreements following the occurrence of both (i) a change in control of the Company and (ii) termination of the named executive officer’s employment with the Company. Each of the following events generally constitutes a change in control of the Company for purposes of the change in control agreements:

Terminations of employment that meet the termination requirement under the change in control agreements will be similar to but broader than those required under the severance agreements. For these purposes, a termination of employment would include a termination by the Company without Cause as well as the executive’s resignation for “Good Reason.” “Good Reason” under the change in control agreements will include (but will not be limited to):

If the executive officer is entitled to benefits under a change in control agreement, the executive officer would receive the following:

If an executive officer is entitled to benefits under a change in control agreement, the following would occur immediately upon the occurrence of a change in control (regardless of whether the named executive officer’s employment is terminated as a result of the change in control):

As set forth above, a named executive officer is entitled to benefits undereither the severance agreement or the change in control agreement; under no circumstances can a named executive officer receive payment under both agreements.

Post-Employment Compensation Table

The following table quantifiesdescribes the potential payments toor benefits upon termination, other post-employment scenarios or change in control for each of the Company’s named executive officers underofficers. The amounts in the contractstable below show only the value of amounts payable or benefits due to enhancements in connection with each scenario, and plans discussed above for various termination scenarios.do not reflect amounts otherwise payable or benefits otherwise due as a result of employment. In each case, the termination is assumed to take place on October 31, 2015. The table shows only the value of the amounts payable for enhanced compensation and benefits in connection with each termination scenario. Mr. Ketelaar’s employment with the Company ended on November 3, 2015, and he did not receive any enhanced compensation or benefits in connection with his departure.2016.