(a) The following documents are filed as part of this report:
Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2013 and 2012
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2013, 2012 and 2011 Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
Notes to Consolidated Financial Statements
Exhibit Index 1. Financial Statements: 2. Exhibits: 3.1
Restated Certificate of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Form 10 filed with the Commission on September 21, 1999.)
3.2
Amended and Restated Bylaws of the Company as amended as of September 26, 2007. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 28, 2007.)
4.1
Certificate of Designations of Series A Junior Participating Preferred Stock of the Company. (Incorporated by reference to Exhibit 4.6 to the 1999 Form 10-K.)
10.1
Tax Allocation Agreement by and between Crane and the Company dated December 16, 1999. (Incorporated by reference to Exhibit 10.1 to the 1999 Form 10-K.)
10.2
Employee Matters Agreement between Crane and the Company dated December 16, 1999. (Incorporated by reference to Exhibit 10.2 to the 1999 Form 10-K.)
*10.3
1999 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.5 to Amendment No. 4 to the Form 10 filed with the Commission on December 6, 1999.)
*10.4
Form of Stock Option Agreement under the Company’s 1999 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.6 to the 1999 Form 10-K.)
*10.5
Amended and Restated 2001 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.)
*10.6
Form of Stock Option Agreement under the Company’s 2001 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the “2001 Form 10-K”).)
*10.7
Form of Indemnification Agreement for Executive Officers and Directors. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 4, 2005.)
10.8
Joint Defense Agreement dated January 19, 2005, between the Company and The Rugby Group Ltd. and Rugby IPD Corp (Incorporated herein by reference to Exhibit 10.29 to the 2004 Form 10-K)
*10.9
Amendment No. 1 to 1999 Stock Incentive Plan (Incorporated by reference to Exhibit 10.35 to the Company’s Form 10-K/A (Amendment No. 1) filed with the Commission on August 8, 2005)
*10.10
Amendment No. 1 to Amended and Restated 2001 Stock Incentive Plan (Incorporated by reference to Exhibit 10.36 to the Company’s Form 10-K/A (Amendment No. 1) filed with the Commission on August 8, 2005)
*10.11
EVA Incentive Compensation Plan (as amended effective January 1, 2004) (Incorporated by reference to Exhibit 10.38 to the Company’s Form 10-K/A (Amendment No. 2) filed with the Commission on October 17, 2005)
*10.12
2005 Executive Incentive Compensation Plan, Third Amendment and Restatement Effective February 21, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s Form S-8 Registration Statement filed with the Commission on February 21, 2012) *10.13
2005 Nonemployee Directors’ Restricted Stock Plan, Second Amendment and Restatement Effective February 21, 2012 (Incorporated by reference to Exhibit 10.2 to the Company’s Form S-8 Registration Statement filed with the Commission on February 21, 2012)
*10.14
Form of Restricted Stock Agreement under 2005 Executive Incentive Compensation Plan (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005)
*10.15
Form of Stock Option Agreement under 2005 Executive Compensation Plan (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005)
*10.16
Form of Restricted Stock Unit Agreement under the 2005 Nonemployee Directors’ Restricted Stock Plan (Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
*10.17 EVA Executive Incentive Plan for the year 2013
*10.18
Amended and Restated Executive Agreement between Huttig Building Products, Inc. and Jon Vrabely effective as of June 24, 2008 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008)
*10.19
Amendment No.1 to Amended and Restated Executive Agreement between the Company and Jon P. Vrabely effective September 28, 2009 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009)
*10.20
Form of Letter Amendment to Change in Control Agreements (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30,2011)
*10.21
Amendment No. 2 to Amended and Restated Executive Agreement between the Company and Jon P. Vrabely effective as of April 12, 2010 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2010.)
*10.22
Amendment No. 3 to Amended and Restated Executive Agreement between the Company and Jon P. Vrabely effective As of November 21, 2011 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q For the quarter ended September 30, 2011.)
*10.23
Amendment No. 4 to Amended and Restated Executive Agreement between the Company and Jon P. Vrabely effective as of September 23, 2013
10.24
Amended and Restated Revolving Credit Agreement dated as of September 3, 2010, among the Company, Huttig Inc., General Electric Capital Corporation, as agent, co-syndication agent and lender and the other lenders signatory thereto From time to time (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 10, 2010)
10.25
First Amendment to Amended and Restated Revolving Credit Agreement dated as of October 31, 2011 by and among The Company, Huttig, Inc., General Electric Capital Corporation and Wells Fargo Capital Finance, LLC (Incorporated By reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011)
10.26
Second Amendment to Amended and Restated Credit Agreement dated as of December 21, 2012 by and among the Company, Huttig, Inc., General Electric Capital Corporation and the other lenders signatory thereto (Incorporated by reference to Exhibit10.1 to the Company’s Form 8-K filed on December 21, 2012)
46 21.1 Subsidiaries
23.1 Consent of KPMG LLP, independent registered public accounting firm
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 20, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
47
HUTTIG BUILDING PRODUCTS, INC.
By: /s/ Jon P. Vrabely
President and Chief Executive Officer
Signature Title Date
/s/ Jon P. Vrabely
Jon P. Vrabely
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 20, 2014 /s/ Philip W. Keipp
Philip W. Keipp
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
February 20, 2014
/s/ R.S. Evans Chairman of the Board February 20, 2014
R. S. Evans
/s/ E. Thayer Bigelow Director February 20, 2014
E. Thayer Bigelow
/s/ Richard S. Fort é Director February 20, 2014
Richard S. Forté
/s/ Donald L. Glass Director February 20, 2014
Donald L. Glass
/s/ J. Keith Matheney Director February 20, 2014
J. Keith Matheney
/s/ Delbert H. Tanner Director February 20, 2014
Certifications
The Chief Executive Officer and Chief Financial Officer filed certifications with SEC regarding the quality of our public disclosure. These
S HAREHOLDER I NFORMATION B OARD O F D IRECTORS E XECUTIVE O FFICERS
Corporate Headquarters
555 Maryville University Drive Suite 400
St. Louis, MO 63141 314-216-2600
314-216-2601 (fax)
R. S. Evans
Chairman of the Board Executive Committee Nominating & Governance Committee (Chairman)
Jon P. Vrabely
President & Chief Executive Officer
Philip W. Keipp
Vice President and Chief Financial Officer
Gregory W. Gurley
Vice President Marketing & Product Management
Brian D. Robinson
Vice President
Chief Information Officer
O PERATIONAL O FFICERS Bruce McDonald Vice President Operations Robert J. Pearce Vice President Eastern Region Rick P. Richardson Vice President Western Region Stock Listing
Huttig Building Products, Inc. common stock is traded over the counter under the symbol HBPI.PK
E. Thayer Bigelow
Audit Committee
Management Organization & Compensation Committee (Chairman)
Nominating & Governance
Committee
Shareholder Services
Shareholders, interested investors, financial analysts and others may obtain a copy of the Company’s SEC filings by contacting Investor Relations at 314-216-2600 or visiting the Company’s website at
www.huttig.com
Richard S. Forté
Audit Committee
Nominating & Governance Committee
Donald L. Glass
Management Organization & Compensation Committee Nominating & Governance Committee
J. Keith Matheney
Audit Committee (Chairman)
Delbert H. Tanner
Executive Committee Management Organization & Compensation Committee
Jon P. Vrabely
Executive Committee (Chairman)
Transfer Agent Computershare 250 Royall Street Canton, MA 02021-1011 800-622-6757 www.computershare.com Independent Auditors KPMG LLP 10 South Broadway St. Louis, MO 63102
The Annual Meeting of Shareholders
April 28, 2014 2:00 PM (ET) 200 First Stamford Place First Floor Conference Room
Stamford, CT 05902
Exhibit 10.17
HUTTIG BUILDING PRODUCTS, INC. EVA EXECUTIVE INCENTIVE PLAN
For the Year 2013 GENERAL
The awards to participants in the EVA Incentive Compensation Plan, As Amended January 1, 2004 (the “ EVA Plan ”) of a Huttig Building Products, Inc. (the “ Company ”) shall be pursuant to the terms of the EVA Plan, except as set forth below. The amendments to the EVA Plan with respect to the 2013 awards have been approved by the Board of Directors (the “ Board ”) of the Company, upon recommendation of the Management Organization & Compensation Committee of the Board.
PAYMENT OF 2013 INCENTIVE AWARDS
The Company reserves the right to modify or terminate the EVA Plan at any time.
Nothing contained herein shall be construed as a contract of employment between the Company (or any of its subsidiaries) and any participant, or as giving a right to any person to continue in the employment of the Company or any of its subsidiaries or as limiting the right of the Company or any of its subsidiaries to discharge any participant at any time, with or without cause.
• The 2013 EVA bonus awards shall be paid in full to the participants and no portion of such awards shall be banked or subject to forfeiture provided that the participant continues to be employed by the Company at the date of payment(s);
• The 2013 EVA bonus awards shall be paid on such date or dates in 2014 as determined by the President and Chief Executive Officer at his
discretion; and
• that the payment of any 2013 EVA award is subject to the participant’s continued employment with the Company through the date of
payment; provided, that all 2013 EVA awards shall become immediately payable upon a change in control of the Company, as defined in the Company’s standard change in control agreements.
• Right to Change Plan
Exhibit 10.23
AMENDMENT NO. 4 TO
AMENDED AND RESTATED EXECUTIVE AGREEMENT
This Amendment No. 4 to Amended and Restated Executive Agreement (the “ Amendment ”) is effective as of September 23, 2013 and amends that certain Amended and Restated Executive Agreement effective as of June 24, 2008 (the “ Original Agreement” ), as amended by Amendment No. 1 to Amended and Restated Executive Agreement effective as of September 25, 2009 (“the “ First Amendment ”), as further amended by Amendment No. 2 to Amended and Restated Executive Agreement effective as of September April 12, 2010 (“the “ Second Amendment ”), as further amended by Amendment No. 3 to Amended and Restated Executive Agreement effective as of November 21, 2011 (“the “ Third Amendment ”) (the Original Agreement, as amended by the First Amendment, the Second Amendment and the Third Amendment, the “ Agreement ”) between Huttig Building Products, Inc., a Delaware corporation (the “ Company ”), and Jon Vrabely (the “ Executive ”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment, the parties hereto agree that the Agreement is amended as follows effective as of the date first above written:
1. Base Salary Increase . Paragraph 3(a)(i) of the Original Agreement is hereby amended so that, effective for pay periods beginning on and after September 23, 2013, the Executive’s annual base salary of Three Hundred Sixty Thousand Dollars ($360,000.00) shall be increased by 5% to an annual base salary of Three Hundred Seventy-Eight Thousand Dollars ($378,000.00).
2. No Effect on Severance Payments . Notwithstanding the foregoing, the Executive’s original base salary as set forth in the Original Agreement of Four Hundred Thousand Dollars ($400,000.00) (or such higher base salary as may be in effect from time to time pursuant to action of the Board) shall be deemed to be his base salary for the purposes of the calculation of any Severance Payment payable to the Executive pursuant to Paragraph 4(a)(i) of the Original Agreement or any termination payment payable to the Executive pursuant to Paragraph 4(b)(iii)(3) of the Original Agreement.
3. No Other Changes; Execution in Counterparts . Except as specifically modified by this Amendment, all of the terms and conditions of the Original Agreement shall continue in full force and effect. This Amendment may be executed in counterparts, each of which shall be deemed an original, but of which shall constitute one and the same instrument.
Huttig Building Products, Inc. EXECUTIVE :
By: /s/ Robert S. Evans /s/ Jon Vrabely
Name: Robert S. Evans Jon Vrabely
EXHIBIT 21.1 Subsidiaries of the Company
Name of Subsidiary Jurisdiction of Incorporation or Organization
EXHIBIT 23.1 Consent of Independent Registered Public Accounting Firm
The Board of Directors Huttig Building Products, Inc.:
We consent to incorporation by reference in the registration statement Nos. 333-92495, 333-92497, 333-92499, 333-75610, 333-81410, 333-131090, 333-145151, 333-164518, and 333-179596 on Form S-8 of Huttig Building Products, Inc. and subsidiary (the Company) of our report dated February 20, 2014, with respect to the consolidated balance sheets of the Company as of December 31, 2013 and 2012, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013, which report appears in the December 31, 2013 annual report on Form 10-K of the Company.
/s/ KPMG
St. Louis, Missouri February 20, 2014
EXHIBIT 31.1 Huttig Building Products, Inc. and Subsidiaries
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jon P. Vrabely, certify that:
1. I have reviewed this annual report on Form 10-K of Huttig Building Products, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably like to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 20, 2014 /s/ Jon P. Vrabely
Jon P. Vrabely
EXHIBIT 31.2 Huttig Building Products, Inc. and Subsidiaries
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Philip W. Keipp, certify that:
1. I have reviewed this annual report on Form 10-K of Huttig Building Products, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us