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): February 22, 2021

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))

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock (no par value)

AMWD

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

American Woodmark Corporation

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 22, 2021, the Board of Directors (the "Board") of American Woodmark Corporation (the "Company") elected Emily Videtto, Vice President and Chief Marketing Officer at Pella Corporation, as a director of the Company. Ms. Videtto will also serve as a member of the Audit Committee.

Ms. Videtto will be eligible to receive the non-management director compensation provided to our other non-management directors as more fully set forth under "Non-Management Directors' Compensation" in our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission ("SEC") on June 29, 2020.

A copy of the press release announcing the appointment is attached as Exhibit 99.1 to this report.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On February 22, 2021, the Board approved an amendment to Article II, Section 2 of the Company's Bylaws. The amendment will increase the number of directors of the Company from eight to nine. The full text of the Bylaws of the Company, marked to show the change, is attached as Exhibit 3.1 to this report and is incorporated in response to this Item by reference thereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit 3.1 Bylaws of the Company, as amended effective February 22, 2021 (marked to show changes to Bylaws).

Exhibit 99.1 Registrant’s Press Release dated February 23, 2021.

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/ PAUL JOACHIMCZYK						/s/ M. SCOTT CULBRETH

Paul Joachimczyk						M. Scott Culbreth
Vice President and Chief Financial Officer						President & Chief Executive Officer

Date: February 23, 2021						Date: February 23, 2021
Signing on behalf of the registrant and as principal financial officer						Signing on behalf of the registrant and as principal executive officer