8-K
AMERICAN WOODMARK CORP (AMWD)
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): October 30, 2025
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
| Virginia | 000-14798 | 54-1138147 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification Number) |
| 561 Shady Elm Road, Winchester, Virginia | 22602 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(540) 665-9100
(Registrant’s telephone number, including area code)
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:
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br>Symbol | Name of Each Exchange<br> <br>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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
On October 30, 2025, American Woodmark Corporation, a Virginia corporation (“American Woodmark”), held a special meeting of shareholders (the “Special Meeting”) to consider and vote on certain proposals related to the merger transaction contemplated by the Agreement and Plan of Merger, dated as of August 5, 2025 (the “Merger Agreement”), by and among American Woodmark, MasterBrand, Inc., a Delaware corporation (“MasterBrand”), and Maple Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of MasterBrand (“Merger Sub”). The Merger Agreement provides for Merger Sub, at closing, to merge with and into American Woodmark with American Woodmark surviving as a wholly owned subsidiary of MasterBrand (the “Merger”).
As of the close of business on September 22, 2025, the record date for the Special Meeting, there were 14,568,987 issued and outstanding shares of American Woodmark common stock, no par value per share (“Common Stock”), entitled to vote at the Special Meeting. Holders of 12,948,439 shares of Common Stock were present via the meeting website or represented by proxy at the Special Meeting, which constituted a quorum.
Set forth below is a summary of the proposals submitted to a vote of shareholders at the Special Meeting and the final voting results for each proposal as reported by the independent inspector of elections. The definitive joint proxy statement/prospectus filed by American Woodmark with the Securities and Exchange Commission on September 25, 2025, contains more information about the below proposals. The proposal to approve the adjournment of the Special Meeting to solicit additional proxies if a quorum was present was not presented or voted upon at the Special Meeting because such an adjournment was not necessary. No other business came before the Special Meeting, and there were no recorded broker non-votes on either proposal submitted to a vote.
Proposal 1: American Woodmark Merger Proposal
A proposal to approve and adopt the Merger Agreement and related plan of merger. The following votes were cast at the Special Meeting, and the proposal was approved:
| For | Against | Abstain |
|---|---|---|
| 12,717,195 | 166,817 | 64,427 |
Proposal 2: American Woodmark Compensation Proposal
A proposal to approve, on an advisory (non-binding) basis, the compensation that will or may be paid to American Woodmark’s named executive officers in connection with the transactions contemplated by the Merger Agreement. The following votes were cast at the Special Meeting, and the proposal was approved on an advisory (non-binding) basis:
| For | Against | Abstain |
|---|---|---|
| 9,363,639 | 3,479,390 | 105,410 |
| Item 8.01 | Other Events | |
| --- | --- |
On October 30, 2025, American Woodmark and MasterBrand issued a joint press release announcing the voting results of the Special Meeting and the special meeting of MasterBrand’s stockholders held on October 30, 2025. A copy of the joint press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| 99.1 | Joint Press Release, dated October 30, 2025 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the 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 | ||
|---|---|---|
| Date: October 30, 2025 | By: | /s/ M. Scott Culbreth |
| Name: | M. Scott Culbreth | |
| Title: | President & Chief Executive Officer |
EX-99.1
Exhibit 99.1
Merger Between MasterBrand and American Woodmark Receives Shareholder Approval
Beachwood, Ohio and Winchester, Virginia October 30, 2025 – **** MasterBrand, Inc. (“MasterBrand”) (NYSE: MBC) and American Woodmark Corporation (“American Woodmark”) (NASDAQ: AMWD) today jointly announced that, at their respective special meetings of shareholders held earlier today, they each received the necessary shareholder approvals for the previously announced combination of MasterBrand and American Woodmark. The final results for the proposals voted on at the special meetings of each company’s shareholders held today will be set forth in the companies’ separate Current Reports on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Closing of the transaction remains subject to the receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction or waiver of other customary closing conditions.
“Shareholder approval marks an important milestone that reflects strong confidence in this transformative combination and the opportunities it will create for our customers, associates, and shareholders,” said Dave Banyard, President and Chief Executive Officer of MasterBrand. “With this step now complete, we look forward to receiving the required regulatory clearance to complete the merger and position the combined company to better serve our customers while building on our shared commitment to quality, innovation, and operational excellence.”
“Receiving shareholder approval is a key step toward bringing together two organizations with highly complementary strengths and customer-centric cultures,” said Scott Culbreth, President and Chief Executive Officer of American Woodmark. “We’re proud of what our team has accomplished and grateful for our shareholders’ confidence as we work closely with MasterBrand to plan for a smooth and successful integration of the two companies.”
About MasterBrand
MasterBrand, Inc. (NYSE: MBC) is the largest manufacturer of residential cabinets in North America and offers a comprehensive portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. MasterBrand products are available in a wide variety of designs, finishes and styles and span the most attractive categories of the cabinets market: stock, semi-custom and premium cabinetry. These products are delivered through an industry-leading distribution network of over 7,700 dealers, major retailers and builders. MasterBrand employs over 13,000 associates across more than 20 manufacturing facilities and offices. Additional information can be found at www.MasterBrand.com.
About American Woodmark
American Woodmark celebrates the creativity in all of us. With over 7,800 employees and more than a dozen brands, American Woodmark is one of the nation’s largest cabinet manufacturers. From inspiration to installation, American Woodmark helps people find their unique style and turn their home into a space for self-expression. By partnering with major home centers, builders, and independent dealers and distributors, American Woodmark sparks the imagination of homeowners and designers and brings their vision to life. Across American Woodmark’s service and distribution centers, corporate office, and manufacturing facilities, you’ll always find the same commitment to customer satisfaction, integrity, teamwork, and excellence. Visit americanwoodmark.com to learn more and start building something distinctly your own.
INVESTOR AND MEDIA CONTACTS
MasterBrand Investor Relations:
Investorrelations@MasterBrand.com
OR
C Street Advisory Group
MasterBrand@thecstreet.com
(212) 372-4977
MasterBrand Media Contacts:
Media@MasterBrand.com
American Woodmark Investor Relations:
Bradley Kosler
VP Finance
540-665-9100
American Woodmark Media Contact:
Nick Lamplough / Clayton Erwin / Paige Macpherson
Collected Strategies
AMWD-CS@collectedstrategies.com
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release, other than purely historical information, including, but not limited to, statements as to the likelihood and anticipated timing of the closing of the proposed transaction, expected benefits, effects or outcomes relating to the proposed transaction, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by or that otherwise include the word “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, an expectation or belief is expressed as to future results or events, such expectation or belief is based on the current plans and expectations of the management of MasterBrand or American Woodmark, as applicable. Although MasterBrand and American Woodmark, as applicable, believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated or implied in such statements. These factors include a failure by either party or both parties to satisfy one or more of the closing conditions set forth in the merger agreement, including a failure to obtain any required regulatory or governmental approvals; the occurrence of events or changes in circumstances that give rise to the termination of the merger agreement by either party or a delay in the closing of the transaction; potential litigation relating to the transaction; the effect of the proposed transaction on the ability of either party to retain customers, maintain relationships with suppliers and hire and retain key personnel; the effect of the proposed transaction and the announcement of the proposed transaction on the parties’ stock prices; disruptions in the ordinary course business of either party resulting from the transaction; the continued availability of capital and financing and any rating agency actions related to the transaction or otherwise; the risk that certain limitations in the merger agreement may impact either party’s ability to pursue certain business opportunities or strategic transactions; the diversion of the attention and time of management of either party from ordinary course business operations to the transaction and transaction-related issues; the impact of transaction and/or integration costs and any increases in such costs; the existence of unknown liabilities; the ability of MasterBrand to successfully integrate American Woodmark into its business and operations; and the risk that any anticipated economic benefits, cost savings or other synergies are not fully realized or take longer to realize than expected. Other factors include those listed under “Risk Factors” in Part I, Item 1A of MasterBrand’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024, Part II, Item 1A of MasterBrand’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2025, Part II, Item 1A of MasterBrand’s Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2025, Part I, Item 1A of American Woodmark’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025, Part II, Item 1A of American Woodmark’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2025, and other MasterBrand and American Woodmark filings with the SEC.
The forward-looking statements included in this press release are made as of the date of this press release and, unless legally required, neither MasterBrand nor American Woodmark undertakes any obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this press release.