| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 1, 2019, the stockholders of Trex Company, Inc. (Company) approved and made effective the Third Certificate of Amendment to the Restated Certificate of Incorporation to provide for a majority voting standard in uncontested elections of directors.
Effective May 1, 2019, the Board of Directors also approved Amended and RestatedBy-Laws which remained the same as theBy-Laws previously in effect except that the Company added Article V, Section 3 to require a nominee for director to immediately submit a written offer of resignation to the Board in the event such nominee does not receive a majority of the votes cast in an uncontested election of directors. The Board approved the Amended and RestatedBy-Laws to address the possibility of a “holdover” director. Under Delaware law, an incumbent director who is notre-elected may remain in office until his or her successor is elected and qualified, continuing as a “holdover” director until the director resigns, the number of authorized directors is reduced to eliminate the director’s seat on the board, his or her position is filled, or the director is removed by the stockholders. The changes to the Amended and RestatedBy-Laws address the possibility of a “holdover director” by providing that an incumbent director who does not receive the requisite affirmative majority of the votes cast for his or herre-election must tender his or her resignation to the Board. Within 60 days after the certification of the election results, the Nominating/Corporate Governance Committee will consider the director’s offer of resignation and recommend to the Board whether to accept the resignation or reject it. The Board will act on such recommendation within 90 days following receipt of the certification of the election results.
A copy of the approved Third Certificate of Amendment to the Restated Certificate of Incorporation and a copy of the Amended and RestatedBy-Laws are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on May 1, 2019. Only holders of the Company’s common stock at the close of business on March 4, 2019 (Record Date) were entitled to vote at the Annual Meeting. As of the Record Date, there were 58,866,269 shares of common stock entitled to vote. A total of 54,138,535 shares of common stock (91.97%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
The stockholders voted on four proposals at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement dated March 19, 2019. The final results for the votes regarding each proposal are set forth below.
