American Woodmark Corporation (NASDAQ:AMWD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

American Woodmark Corporation (NASDAQ:AMWD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

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On November 27, 2018, the Board of Directors of American Woodmark Corporation (the "Company") elected Teresa M. May, Senior Vice President and Chief Marketing Officer of Asurion, LLC, as a director of the Company and a member of the Audit Committee.

Ms. May 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 on June 29, 2018.

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

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

On November 27, 2018, the Board of Directors of the Company 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 9.01FINANCIAL STATEMENTS AND EXHIBITS

(C) Exhibits.

Exhibit 3.1Bylaws of the Company, as amended effective November 27, 2018 (marked to show changes to Bylaws).
Exhibit 99.1Registrant's Press Release dated November 28, 2018.


AMERICAN WOODMARK CORP Exhibit
EX-3.1 2 ex31bylaws20191127.htm EXHIBIT 3.1 Exhibit EXHIBIT 3.1BYLAWS OF AMERICAN WOODMARK CORPORATION AMENDED AND RESTATED Effective November 27,…
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About American Woodmark Corporation (NASDAQ:AMWD)

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. The Company offers framed stock cabinets in approximately 500 different cabinet lines, ranging in price from relatively inexpensive to medium-priced styles. Styles vary by design and color from natural wood finishes to low-pressure laminate surfaces. The product offering of stock cabinets includes approximately 90 door designs in over 20 colors. Stock cabinets consist of cabinet interiors of varying dimensions and construction options, and a maple, oak, cherry, or hickory front frame, door and/or drawer front. The Company’s products are sold under the brand names of American Woodmark, Simply Woodmark, Timberlake, Shenandoah Cabinetry, Shenandoah Value Series and Waypoint Living Spaces. The Company’s primary raw materials used include hard maple, soft maple, oak, cherry, and hickory lumber and plywood.

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