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): January 16, 2024
| | | | | | | | | | | | | | |
| 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 January 16, 2024, the Board of Directors (the "Board") of American Woodmark Corporation (the "Company") elected Philip Fracassa, Executive Vice President and Chief Financial Officer of Timken Company, as a director of the Company. Mr. Fracassa will also serve as a member of the Audit Committee.
Mr. Fracassa 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 27, 2023.
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 January 16, 2024, 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 January 16, 2024 (marked to show changes to Bylaws). Exhibit 99.1 Registrant’s Press Release dated January 22, 2024.
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 |
| Senior Vice President and Chief Financial Officer | | President & Chief Executive Officer |
| | |
| Date: January 22, 2024 | | Date: January 22, 2024 |
| Signing on behalf of the registrant and as principal financial officer | | Signing on behalf of the registrant and as principal executive officer |
| | |
