UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 6, 2009
Trex
Company, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware |
001-14649 |
54-1910453 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
160 Exeter Drive |
|
(Address of principal executive offices)
|
Registrant’s telephone number, including area code: (540) 542-6300
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
(d) On May 6, 2009, the Board of Directors of Trex Company, Inc. (the “Company”) appointed Richard E. Posey as a director to fill a directorship vacancy on the Board of Directors. Mr. Posey was appointed to the class of directors whose term of office expires at the annual meeting of stockholders in 2010. The Board of Directors also appointed Mr. Posey to serve as a member of its audit and nominating/corporate governance committees. Pursuant to the Company’s Amended and Restated 1999 Incentive Plan for Outside Directors (the “Incentive Plan for Outside Directors”), Mr. Posey received 4,357 stock appreciation rights, valued at $28,800, with the grant price being equal to the closing stock price of the Company’s stock on May 6, 2009. Mr. Posey will also receive compensation for service on the Board of Directors and any committees pursuant to the Incentive Plan for Outside Directors, as further described under the heading “Director Compensation” in the Company’s 2009 Proxy Report filed with the SEC on March 26, 2009.
A copy of the press release announcing the appointment of Mr. Posey to the Board of Directors is furnished as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Trex Company herewith files the following exhibits:
|
Exhibit
Number |
Description of Exhibit | |
| 99.1 | Press release dated May 11, 2009 announcing the appointment of Richard E. Posey as a director of Trex Company, Inc. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
TREX COMPANY, INC. |
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| Date: | May 11, 2009 |
/s/ Ronald W. Kaplan |
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Ronald W. Kaplan |
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|
President and Chief Executive Officer |
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Exhibit 99.1
Trex Company Appoints Richard E. Posey to Board of Directors
WINCHESTER, Va.--(BUSINESS WIRE)--May 11, 2009--Trex Company, Inc. (NYSE: TWP), manufacturer of Trex® decking and railing, today announced the appointment of Richard E. Posey to a newly created position on its Board of Directors.
Mr. Posey, 62, served as President and Chief Executive Officer of Moen Incorporated, a leading manufacturer in the global faucet market, for six years before retiring in 2007. Prior to joining Moen, Mr. Posey was President and Chief Executive Officer of Hamilton Beach / Proctor Silex, Inc. for five years.
Mr. Posey began his career at S.C. Johnson & Son, where for 22 years he served in a series of increasingly responsible management positions, both overseas and in the U.S., culminating with Executive Vice President, Consumer Products, North America.
Andrew Ferrari, Chairman of Trex, commented, “We are delighted to welcome Dick to our Board of Directors. His in-depth experience with branded products, combined with his expertise in manufacturing operations, make him a perfect fit for Trex’s Board. We look forward to his contributions as we work to expand our product line and enhance our leadership position in the composite decking, railing and fencing markets.”
Mr. Posey currently serves on the Board of Directors of The Colman Group, a supply equipment company, is a member of the Visiting Committee, The Ross School of Business, The University of Michigan, and is a Founding Trustee, Virginia Commonwealth University School of Engineering Foundation.
He received a Bachelor's degree, cum laude, from The University of Southern California and a Master's degree in Business Administration from The University of Michigan.
About Trex Company
Trex Company is the nation’s largest manufacturer of composite decking, railing and fencing, with more than 15 years of product experience. Built on “green” principles and values, Trex makes its products from a unique formulation of reclaimed wood and waste plastic, combined through a proprietary process. Trex decking, railing and fencing offer significant design flexibility with fewer ongoing maintenance requirements than wood, as well as a truly environmentally responsible choice. In addition, Trex distributes ultra-low maintenance PVC decking under the trademark Trex Escapes® and PVC trim under the trademark TrexTrim™. For more information, visit the Company’s website, www.trex.com. Trex®, Trex Escapes®, and TrexTrimTM are trademarks of Trex Company, Inc., Winchester, Va.
CONTACT:
Trex Company, Inc.
James Cline, 540-542-6300
Chief
Financial Officer
Lippert/Heilshorn & Associates
Harriet
Fried, 212-838-3777