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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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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): |
May 29, 2014 |
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American Woodmark Corporation |
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(Exact name of registrant as specified in its charter) |
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Virginia |
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000-14798 |
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54-1138147 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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3102 Shawnee Drive, Winchester, Virginia |
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22601 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: |
(540) 665-9100 |
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Not applicable |
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(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)) |
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American Woodmark Corporation
ITEM 5.03AMENDMENTS TO ARTICLES OF INCOPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On May 29, 2014, the Board of Directors of American Woodmark Corporation (the “Company”) adopted an amendment to Article II, Section 2, of the Company’s Bylaws that will become effective August 21, 2014, the date of the Company’s 2014 annual meeting of shareholders. The amendment will increase the number of directors of the Company from nine to ten. The Board plans to nominate ten individuals for election as directors at the 2014 annual meeting. The full text of the amendment, marked to show the change, is attached as Exhibit 3.1 to this report and is incorporated herein by reference.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
Exhibit 3.1Amendment to Bylaws of American Woodmark Corporation (marked to show change to Bylaws).
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 hereunto 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 |
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Kent B. Guichard |
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Senior Vice President and Chief Financial Officer |
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Chairman & Chief Executive Officer |
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Date: June 4, 2014 |
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Date: June 4, 2014 |
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Signing on behalf of the registrant and as principal financial officer |
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Signing on behalf of the registrant and as principal executive officer |
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Exhibit 3.1
Amendment to Bylaws of
American Woodmark Corporation
Effective as of August 21, 2014, the date of the American Woodmark Corporation 2014 annual meeting of shareholders, the first sentence of Article II, Section 2, of the Company’s Bylaws will be amended to read as follows:
“The number of directors of the Corporation shall be nine ten.”