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 | |