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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT |
| Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported): | August 21, 2014 |
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| American Woodmark Corporation |
| (Exact name of registrant as specified in its charter) |
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| Virginia | | 000-14798 | | 54-1138147 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
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| 3102 Shawnee Drive, Winchester, Virginia | | 22601 |
| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: | (540) 665-9100 |
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| Not applicable |
| (Former name or former address, if changed since last report) |
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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): |
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| [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] 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 21, 2014, the holders of 14,961,866 of the 15,514,527 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:
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| Votes |
| Votes |
| Votes |
| Broker |
| "FOR" |
| "AGAINST" |
| "ABSTAINED" |
| "NON-VOTES" |
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| 1. Election of the Board of Directors: |
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| William F. Brandt, Jr. | 14,286,370 |
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| 23,822 |
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| 1,560 |
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| 650,114 |
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| Andrew B. Cogan | 13,988,658 |
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| 318,391 |
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| 4,703 |
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| 650,114 |
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| Martha M. Dally | 13,975,529 |
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| 332,132 |
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| 4,091 |
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| 650,114 |
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| James G. Davis, Jr. | 13,575,488 |
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| 731,561 |
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| 4,703 |
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| 650,114 |
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| S. Cary Dunston | 14,270,860 |
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| 24,308 |
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| 16,584 |
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| 650,114 |
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| Kent B. Guichard | 14,272,801 |
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| 36,170 |
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| 2,781 |
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| 650,114 |
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| Daniel T. Hendrix | 13,926,384 |
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| 375,185 |
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| 10,183 |
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| 650,114 |
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| Kent J. Hussey | 13,922,643 |
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| 379,189 |
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| 9,920 |
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| 650,114 |
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| Carol B. Moerdyk | 14,134,732 |
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| 171,836 |
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| 5,184 |
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| 650,114 |
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| Vance W. Tang | 13,975,386 |
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| 331,387 |
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| 4,979 |
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| 650,114 |
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| 2. Ratification of Selection of Independent Registered Public Accounting Firm | 14,731,632 |
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| 220,120 |
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| 10,114 |
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| — |
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| 3. Advisory Vote to Approve Executive Compensation | 13,910,721 |
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| 330,810 |
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| 70,221 |
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| 650,114 |
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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)
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| /s/ M. SCOTT CULBRETH | | /s/ KENT B. GUICHARD |
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| M. Scott Culbreth | | Kent B. Guichard |
| Senior Vice President and Chief Financial Officer | | Chairman & Chief Executive Officer |
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| Date: August 26, 2014 | | Date: August 26, 2014 |
| Signing on behalf of the registrant and as principal financial officer | | Signing on behalf of the registrant and as principal executive officer |
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