Current Report Filing (8-k)





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):			August 22, 2019


American Woodmark Corporation
(Exact name of registrant as specified in its charter)


Virginia	000-14798		54-1138147
(State or other jurisdiction	(Commission		(IRS Employer
of incorporation)	File Number)		Identification No.)

561 Shady Elm Road, Winchester, Virginia		22602
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:			(540) 665-9100

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))

American Woodmark Corporation

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of Shareholders of American Woodmark Corporation held on August 22, 2019, the holders of 16,022,748 of the 16,869,949 shares of the Company's common stock outstanding voted on one or more matters either in person at the meeting or by duly executed and delivered proxies. The shareholders approved the three items outlined in the Company's Proxy Statement that was sent to shareholders and filed with the SEC in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended.

The following items were approved at the Company's Annual Meeting:



	Votes	Votes	Broker
	"FOR"	"WITHHELD"	"NON-VOTES"

1. Election of the Board of Directors:
Andrew B. Cogan	12,743,641	1,973,541	1,305,566
James G. Davis, Jr.	14,363,690	353,492	1,305,566
S. Cary Dunston	14,179,580	537,602	1,305,566
Martha M. Hayes	14,387,610	329,572	1,305,566
Daniel T. Hendrix	14,340,857	376,325	1,305,566
Teresa M. May	14,612,023	105,159	1,305,566
Carol B. Moerdyk	14,479,723	237,459	1,305,566
David W. Moon	14,448,272	268,910	1,305,566
Vance W. Tang	14,431,838	285,344	1,305,566

	Votes	Votes	Votes	Broker
	"FOR"	"AGAINST"	"ABSTAINED"	"NON-VOTES"

2. Ratification of Selection of Independent Registered Public Accounting Firm	15,523,734	481,289	17,725	—
3. Advisory Vote to Approve Executive Compensation	14,216,529	256,321	244,332	1,305,566

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 thereunto duly authorized.

AMERICAN WOODMARK CORPORATION

(Registrant)




/s/ M. SCOTT CULBRETH		/s/ S. CARY DUNSTON

M. Scott Culbreth		S. Cary Dunston
Senior Vice President and Chief Financial Officer		Chairman & Chief Executive Officer

Date: August 27, 2019		Date: August 27, 2019
Signing on behalf of the registrant and as principal financial officer		Signing on behalf of the registrant and as principal executive officer