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): September 5, 2023
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| 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))
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| 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
(e) Effective September 5, 2023, the Compensation and Social Principles Committee (the “Committee”) of the Board of Directors of American Woodmark Corporation (the “Company”) awarded supplemental long term incentive awards under the American Woodmark Corporation 2023 Stock Incentive Plan. The awards consisted of a combination of (i) performance-based stock options (“Performance-Based Options”), and (ii) performance-based restricted stock units (“RSUs”). Both the Performance-Based Options and the RSUs are subject to (x) performance conditions related to a three-year cumulative Adjusted EBITDA target through April 30, 2026 (the “Target”) determined by the Committee, and (y) such executive’s continued employment through September 5, 2026. Assuming continued employment, the Performance-Based Options and RSUs both vest completely if the Target is achieved, but both will be completely forfeited if the Target is not achieved. If the Target is achieved, the Performance-Based Options will expire ten years from the grant date. The Performance-Based Options have an exercise price equal to the closing stock price on the date of grant.
The awards made to the Company’s named executive officers are as follows:
| | | | | | | | | | | |
| Name | Title | Number of
Performance-Based Options | Number of RSUs |
| M. Scott Culbreth | President and CEO | 20,520 | 6,840 |
| Paul Joachimczyk | SVP and CFO | 10,260 | 3,420 |
| Robert J. Adams, Jr. | SVP, Manufacturing and Technical Operations | 10,260 | 3,420 |
The form of grant letter used in connection with the grant of the Performance-Based Options and RSUs contains other important terms and conditions of these awards and is filed herewith as Exhibit 10.1. The terms set forth therein are hereby incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 10.1 Form of Grant Letter used in connection with the grant of a supplemental long-term incentive award effective September 5, 2023 under the American Woodmark Corporation 2023 Stock Incentive Plan (filed herewith).
Exhibit 104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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/ PAUL JOACHIMCZYK | | /s/ M. SCOTT CULBRETH |
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| Paul Joachimczyk | | M. Scott Culbreth |
| Senior Vice President and Chief Financial Officer | | President & Chief Executive Officer |
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| Date: September 6, 2023 | | Date: September 6, 2023 |
| 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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