0000794619-14-000030.txt : 20140826 0000794619-14-000030.hdr.sgml : 20140826 20140826165201 ACCESSION NUMBER: 0000794619-14-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140821 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140826 DATE AS OF CHANGE: 20140826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN WOODMARK CORP CENTRAL INDEX KEY: 0000794619 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 541138147 STATE OF INCORPORATION: VA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14798 FILM NUMBER: 141065731 BUSINESS ADDRESS: STREET 1: 3102 SHAWNEE DRIVE CITY: WINCHESTER STATE: VA ZIP: 22601 BUSINESS PHONE: (540) 665-9100 MAIL ADDRESS: STREET 1: 3102 SHAWNEE DRIVE CITY: WINCHESTER STATE: VA ZIP: 22601 8-K 1 amwd-0821148k.htm 8-K amwd-0821148K

 
 
 
 
 
 
 
 
 
 
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 21, 2014
 
 
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.)
 
3102 Shawnee Drive, Winchester, Virginia
 
22601
(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 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:


Votes

Votes

Votes

Broker

"FOR"

"AGAINST"

"ABSTAINED"

"NON-VOTES"








1. Election of the Board of Directors:







William F. Brandt, Jr.
14,286,370


23,822


1,560


650,114

Andrew B. Cogan
13,988,658


318,391


4,703


650,114

Martha M. Dally
13,975,529


332,132


4,091


650,114

James G. Davis, Jr.
13,575,488


731,561


4,703


650,114

S. Cary Dunston
14,270,860


24,308


16,584


650,114

Kent B. Guichard
14,272,801


36,170


2,781


650,114

Daniel T. Hendrix
13,926,384


375,185


10,183


650,114

Kent J. Hussey
13,922,643


379,189


9,920


650,114

Carol B. Moerdyk
14,134,732


171,836


5,184


650,114

Vance W. Tang
13,975,386


331,387


4,979


650,114

2. Ratification of Selection of Independent Registered Public Accounting Firm
14,731,632


220,120


10,114


—

3. Advisory Vote to Approve Executive Compensation
13,910,721


330,810


70,221


650,114







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/ KENT B. GUICHARD
 
 
 
M. Scott Culbreth
 
Kent B. Guichard
Senior Vice President and Chief Financial Officer
 
Chairman & Chief Executive Officer
 
 
 
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