UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chris Keffer as a Director of the Company
On August 15, 2024, the Board of Directors (Board) of Trex Company, Inc. (Company) appointed Chris Keffer as a director to fill the vacancy that was reported on Form 8-K on June 7, 2023. Mr. Keffer has been determined by the Board to be an independent director. Following his appointment, the Board is comprised of ten directors, nine of whom are independent. Mr. Keffer was appointed to the class of directors whose term of office expires at the annual meeting of stockholders in 2025, and Mr. Keffer will be included among the nominees being submitted for election at such annual meeting. Mr. Keffer will serve on the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Keffer will receive compensation for service on the Board and any committees pursuant to the Company’s Amended and Restated 1999 Incentive Plan for Outside Directors (Incentive Plan for Outside Directors). The Incentive Plan for Outside Directors was amended and restated as of July 26, 2023 and filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2023.
There are no arrangements or understandings between Mr. Keffer and any other person pursuant to which he was selected as a director. There are no transactions in which Mr. Keffer has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Keffer brings 30 years of leadership experience in the power tool industry, serving both the professional and consumer markets. In 2023, he was named President and Chief Executive Officer of STIHL Inc., the U.S. affiliate of the STIHL Group, the world’s top-selling brand of chainsaws. Before joining STIHL in 2022, Mr. Keffer spent 27 years at Stanley Black & Decker, most recently serving as President of Product Management and President of Power Tool Accessories Group, leading global marketing for the $6.5 billion division.
Item 9.01 Financial Statements and Exhibits.
(c) Trex Company, Inc. herewith files the following exhibits:
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99.1 |
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104.1 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
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TREX COMPANY, INC. |
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August 19, 2024 |
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/s/ Brenda K. Lovcik |
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Brenda K. Lovcik |
Exhibit 99.1
News release
TREX COMPANY APPOINTS CHRIS KEFFER AS NEW INDEPENDENT MEMBER OF TREX BOARD OF DIRECTORS
WINCHESTER, Va. –August 19, 2024– Trex Company, Inc. (NYSE:TREX), the world’s largest manufacturer of high-performance, low-maintenance composite decking and railing, and a leading brand of outdoor living products, announced the appointment of executive Chris Keffer as a new independent member of its Board of Directors, effective August 15, 2024.
Mr. Keffer brings 30 years of leadership experience in the power tool industry, serving both the professional and consumer markets. In 2023, he was named President and Chief Executive Officer of STIHL Inc., the U.S. affiliate of the STIHL Group, the world’s top-selling brand of chainsaws. At their Virginia-based operations, Mr. Keffer is responsible for the manufacturing, distribution, and sales of STIHL outdoor power equipment for the domestic and export markets. Before joining STIHL in 2022, Mr. Keffer spent 27 years at Stanley Black & Decker, most recently serving as President of Product Management and President of Power Tool Accessories Group, leading global marketing for the $6.5 billion division.
Bryan H. Fairbanks, President and CEO, commented, “I am pleased to welcome Chris to Trex Company’s Board. He brings a wealth of experience in developing, marketing, and managing high-quality, branded products that serve both the professional market and DIY customers. His broad knowledge of all aspects of new product design and marketing will be invaluable as we execute our strategy to capture an increasing share of decking, railing, and adjacent products, representing a $14 billion addressable market for Trex.”
Mr. Keffer will serve on the Compensation and the Nominating and Corporate Governance Committees of the Board. Following his appointment, the Board will include ten directors, nine of whom are independent.
About Trex Company
For more than 30 years, Trex Company [NYSE: TREX] has invented, reinvented and defined the composite decking category. Today, the Company is the world’s #1 brand of sustainably made, wood-alternative decking and deck railing, and a leader in high performance, low-maintenance outdoor living products. The undisputed global leader, Trex boasts the industry’s strongest distribution network with products sold through more than 6,700 retail outlets across six continents. Through strategic licensing agreements, the Company offers a comprehensive outdoor living portfolio that includes deck drainage, flashing tapes, LED lighting, outdoor kitchen components, pergolas, spiral stairs, fencing, lattice, cornhole and outdoor furniture – all
marketed under the Trex® brand. Based in Winchester, Va., Trex is proud to have been named America’s Most Trusted® Outdoor Decking* four years in a row (2021-2024). The Company was also recently included on Barron’s list of the 100 Most Sustainable U.S. Companies 2024, named one of America’s Most Responsible Companies 2024 by Newsweek and ranked as one of the 100 Best ESG Companies for 2023 by Investor’s Business Daily. For more information, visit Trex.com. You may also follow Trex on Facebook (trexcompany), Instagram (trexcompany), X (Trex_Company), LinkedIn (trex-company), TikTok (trexcompany), Pinterest (trexcompany) and Houzz (trex-company-inc), or view product and demonstration videos on the brand’s YouTube channel (TheTrexCo).
*Trex received the highest numerical score in the proprietary Lifestory Research 2021-2024 America’s Most Trusted® Outdoor Decking studies. Study results are based on experiences and perceptions of people surveyed. Your experiences may vary. Visit www.lifestoryresearch.com.
Contacts:
Brenda K. Lovcik
Senior Vice President and CFO
540-542-6300
Lynn Morgen
Casey Kotary
ADVISIRY Partners
212-750-5800
lynn.morgen@advisiry.com
casey.kotary@advisiry.com