8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 24, 2023

TREX COMPANY, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-14649	54-1910453
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

160 Exeter Drive Winchester, Virginia	22603-8605
(Address of Principal Executive Offices)	(ZIP Code)

(540) 542-6300

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	TREX	New York Stock Exchange LLC

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))

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 Melkeya McDuffie as a Director of the Company

On April 24, 2023, the Board of Directors of Trex Company, Inc. (Company) appointed Melkeya McDuffie as a director to the board. Ms. McDuffie’s appointment fills a vacancy currently held on the board. Following her appointment, all ten director positions are filled. Eight of the directors are independent under the NYSE and SEC independence standards. Ms. McDuffie was appointed to the class of directors whose term of office expires at the annual meeting of stockholders in 2024 and will be included among the nominees being submitted for election at such annual meeting. Ms. McDuffie will serve on the Audit Committee and the Compensation Committee. Ms. McDuffie will receive compensation for service on the Board of Directors and any committees pursuant to the Company’s Amended and Restated 1999 Incentive Plan for Outside Directors (Incentive Plan for Outside Directors), except that the initial equity grant due to her upon her appointment will be granted on May 4, 2023. The Incentive Plan for Outside Directors was amended and restated as of February 23, 2022 and filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2021.

Ms. McDuffie is an accomplished executive and leader with a long career in human capital and general business management. She is currently Executive Vice President, Chief Human Resources Officer for Clean Harbors (NYSE:CLH). Prior to this role, Ms. McDuffie was Chief Human Resources Officer at The Wallace Foundation. From 2005 to 2020, she held a series of talent management positions at Waste Management, moving up from Regional HR Business Partner to Vice President, Global Organization and Talent Development. Earlier in her career, she held similar positions at Wells Fargo Mortgage, HSBC Finance Corporation, and Quest Diagnostics. Ms. McDuffie received her B.A. in Business and M.B.A. from York St. John University. She currently is pursuing her Ph.D. in Business Administration at North Central University.

Item 9.01 Financial Statements and Exhibits.

(c) Trex Company, Inc. herewith files the following exhibits:

Exhibit     No.	Description
99.1	Press Release dated April 24, 2023 announcing Melkeya McDuffie’s appointment to the board. FILED HEREWITH
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
Date: April 24, 2023	/s/ Dennis C. Schemm
	Dennis C. Schemm
	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	Dennis C. Schemm
		Senior Vice President and CFO
		540-542-6300
		Lynn Morgen/Viktoriia Nakhla
		AdvisIRy Partners 212-750-5800

Trex Company Appoints Human Resources Leader Melkeya McDuffie to its Board of Directors

WINCHESTER, VA. — April 24, 2023 — Trex Company, Inc. (NYSE:TREX), the world’s #1 brand of high-performance, low-maintenance and eco-friendly composite decking, railing and outdoor living products, announced today the appointment of human resources executive Melkeya McDuffie as a new independent member of its Board of Directors effective immediately.

Ms. McDuffie is an accomplished executive and leader with a long career in human capital and general business management. She is currently Executive Vice President, Chief Human Resources Officer for Clean Harbors (NYSE:CLH). Prior to this role, Ms. McDuffie was Chief Human Resources Officer at The Wallace Foundation. From 2005 to 2020, she held a series of talent management positions at Waste Management, moving up from Regional HR Business Partner to Vice President, Global Organization and Talent Development. Earlier in her career, she held similar positions at Wells Fargo Mortgage, HSBC Finance Corporation, and Quest Diagnostics. Ms. McDuffie received her B.A. in Business and M.B.A. from York St. John University. She currently is pursuing her Ph.D. in Business Administration at North Central University.

Bryan H. Fairbanks, President and CEO, commented, “I am pleased to welcome Melkeya to Trex Company’s Board as we to continue to elevate our commitment to staff and organizational development. Her experience in corporate strategy and focus on inclusive culture and talent development make her a great fit for Trex Company. Melkeya brings a track record and world-class expertise in leading business-focused people strategies that will support the long-term success of our business and culture. With her impressive credentials and management capabilities, she will further strengthen the business and strategic acumen on the Trex Company board. We look forward to Melkeya’s contributions to our board.”

Ms. McDuffie will serve on the Compensation and Audit Committees of the board. Following her appointment, the board will be comprised of ten directors, eight 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 – all proudly manufactured in the U.S.A. – and a leader in high performance, low-maintenance outdoor living products. 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 2023 America’s Most Trusted^® Decking Brand by Lifestory Research and one of 2022’s 50 Best U.S. Manufacturers by Industry Week. For more information, visit Trex.com. You may also follow Trex on Facebook (trexcompany), Instagram (trexcompany), Twitter (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).

XML

Document and Entity Information	Apr. 24, 2023
Cover [Abstract]
Entity Registrant Name	TREX CO INC
Amendment Flag	false
Entity Central Index Key	0001069878
Document Type	8-K
Document Period End Date	Apr. 24, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-14649
Entity Tax Identification Number	54-1910453
Entity Address, Address Line One	160 Exeter Drive
Entity Address, City or Town	Winchester
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22603-8605
City Area Code	(540)
Local Phone Number	542-6300
Security 12b Title	Common stock
Trading Symbol	TREX
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false