On May 25, 2017, the Board of Directors of American Woodmark Corporation (the ‘Company”) received notice from Mr. Kent Guichard that he had declined to seek re-election to the Company’s board of directors at the Company’s next annual shareholders meeting. Mr. Cary Dunston, President and Chief Executive Officer, will assume the additional role of Chairman of the Board subsequent to the Company’s 2017 shareholders meeting to be held on August 24, 2017. Mr. Guichard’s decision is not attributable to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The press release announcing the transition of the Chairman of the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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

On May 25, 2017, the Board of Directors of the Company approved an amendment to Article II, Section 2 of the Company’s Bylaws that will become effective August 24, 2017, the date of effectiveness of Mr. Guichard’s resignation from the Company’s Board of Directors as described in Item 5.02 hereto. The amendment will decrease the number of directors of the Company from nine to eight. 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 August 24, 2017 (marked to show changes to Bylaws).

Exhibit 99.1 Registrant’s Press Release dated May 26, 2017.

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.

American Woodmark Corporation (NASDAQ:AMWD) Recent Trading Information

American Woodmark Corporation (NASDAQ:AMWD) closed its last trading session 00.00 at 87.60 with 71,686 shares trading hands.