Document
 
 
 
 
 
 
 
 
 
 
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 23, 2018
 
 
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 23, 2018, the holders of 15,324,683 of the 17,546,622 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
12,098,630

 
1,260,317

 
1,965,736

 
 
James G. Davis, Jr.
12,898,997

 
459,950

 
1,965,736

 
 
S. Cary Dunston
12,766,868

 
592,079

 
1,965,736

 
 
Martha M. Hayes
13,101,737

 
257,210

 
1,965,736

 
 
Daniel T. Hendrix
12,979,242

 
379,705

 
1,965,736

 
 
Carol B. Moerdyk
13,102,565

 
256,382

 
1,965,736

 
 
David W. Moon
13,233,205

 
125,742

 
1,965,736

 
 
Vance W. Tang
13,223,592

 
135,355

 
1,965,736

 
 
 
 
 
 
 
 
 
 
 
Votes
 
Votes
 
Votes
 
Broker
 
"FOR"
 
"AGAINST"
 
"ABSTAINED"
 
"NON-VOTES"
 
 
 
 
 
 
 
 
2. Ratification of Selection of Independent Registered Public Accounting Firm
14,462,072

 
834,667

 
27,944

 
—

3. Advisory Vote to Approve Executive Compensation
12,978,596

 
209,697

 
170,654

 
1,965,736









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 28, 2018
 
Date: August 28, 2018
Signing on behalf of the registrant and as principal financial officer
 
Signing on behalf of the registrant and as principal executive officer