AMERICAN WOODMARK CORP (Form: 8-K, Received: 05/29/2019 06:08:21)





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):			May 23, 2019


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))

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.

On May 23, 2019, the Compensation Committee of the Board of Directors of American Woodmark Corporation (the "Company") approved amendments to the employment agreements for S. Cary Dunston, Chairman and Chief Executive Officer; M. Scott Culbreth, Senior Vice President and Chief Financial Officer; R. Perry Campbell, Senior Vice President Sales and Marketing; and Robert J. Adams, Jr., Senior Vice President Value Stream Operations.

The amendments to the employment agreements for Messrs. Dunston, Culbreth, Campbell and Adams increase the maximum bonus amounts for each executive and give the Compensation Committee of the Board of Directors discretion to increase the maximum amounts in the future. The maximum bonus opportunity increased as follows: for Mr. Dunston between 0% and 150% of the employee’s base salary to between 0% and 200% of the employee’s base salary, and for Messrs. Culbreth, Campbell and Adams from between 0% and 100% of each employee’s base salary to between 0% and 125% of each employee’s base salary.

The employment agreements as amended, for each of Messrs. Dunston, Culbreth, Campbell and Adams are included as exhibits to this Form 8-K and the foregoing description of the amendments is qualified in its entirety by such exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



10.1 *		Management Contract - Amendment to Employment Agreement for Mr. S. Cary Dunston
10.2 *		Management Contract - Amendment to Employment Agreement for Mr. M. Scott Culbreth
10.3 *		Management Contract - Amendment to Employment Agreement for Mr. R. Perry Campbell
10.4 *		Management Contract - Amendment to Employment Agreement for Mr. Robert J. Adams, Jr.

*	Filed herewith

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: May 28, 2019		Date: May 28, 2019
Signing on behalf of the registrant and as principal financial officer		Signing on behalf of the registrant and as principal executive officer

Exhibit 10.1

AMENDMENT

TO EMPLOYMENT AGREEMENT

THIS AMENDMENT to the Employment Agreement between American Woodmark Corporation (the “Company”) and S. Cary Dunston (the “Employee”) as amended and restated effective September 7, 2015 (the “Agreement”) is hereby made as of this 28th day of May, 2019.

WITNESSETH:

WHEREAS, the parties have the power to amend the Agreement and now wish to do so;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement as follows:


1.	Section 3(b) of the Agreement is hereby amended in its entirety as follows:

Annual Cash Bonus . In addition to base salary, the Employee shall be eligible to participate in the Company’s annual incentive program with a bonus opportunity of between 0% and 200% of the Employee’s base salary. The actual amount of such bonus for any fiscal year shall be related to the achievement of certain performance objectives to be set at the beginning of each fiscal year by the Committee. The Committee may increase the maximum amount of the Employee’s annual bonus opportunity in its discretion. Nothing in this Agreement, however, shall be construed as a guarantee of an annual payment of an annual cash bonus. The annual bonus, if any, shall be paid to the Employee in a single lump sum as soon as reasonably practicable following the end of the fiscal year.


2.	In all respects not amended the Agreement is hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed as of the date first set forth above.

EMPLOYEE COMPANY

AMERICAN WOODMARK CORPORATION

/s/ S. CARY DUNSTON By: /s/ M. SCOTT CULBRETH

S. Cary Dunston Name: M. Scott Culbreth

Title: Senior Vice President and

Chief Financial Officer

Exhibit 10.2

AMENDMENT

TO EMPLOYMENT AGREEMENT

THIS AMENDMENT to the Employment Agreement between American Woodmark Corporation (the “Company”) and M. Scott Culbreth (the “Employee”) dated September 2, 2014 (the “Agreement”) is hereby made as of this 28th day of May, 2019.

WITNESSETH:

WHEREAS, the parties have the power to amend the Agreement and now wish to do so;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement as follows:


1.	Section 3(b) of the Agreement is hereby amended in its entirety as follows:

Annual Cash Bonus . In addition to base salary, the Employee shall be entitled to participate in the Company’s annual incentive program with a bonus opportunity of between 0% and 125% of the Employee’s base salary. The actual amount of such bonus for any fiscal year shall be related to the achievement of certain performance objectives to be set at the beginning of each fiscal year by the Compensation Committee of the Board (the “Committee”). The Committee may increase the maximum amount of the Employee’s annual bonus opportunity in its discretion. Nothing in this Agreement, however, shall be construed as a guarantee of an annual payment of the annual cash bonus. The annual bonus, if any, shall be paid to the Employee in a single lump sum as soon as reasonably practicable following the end of the fiscal year to which it relates, but in no event later than 90 days after the end of such fiscal year.


2.	In all respects not amended the Agreement is hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed as of the date first set forth above.

EMPLOYEE COMPANY

AMERICAN WOODMARK CORPORATION

/s/ M. SCOTT CULBRETH By: /s/ S. CARY DUNSTON

M. Scott Culbreth Name: S. Cary Dunston

Title: President and Chief Executive Officer

Exhibit 10.3

AMENDMENT

TO EMPLOYMENT AGREEMENT

THIS AMENDMENT to the Employment Agreement between American Woodmark Corporation (the “Company”) and R. Perry Campbell (the “Employee”) dated September 2, 2014 (the “Agreement”) is hereby made as of this 28th day of May, 2019.

WITNESSETH:

WHEREAS, the parties have the power to amend the Agreement and now wish to do so;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement as follows:


1.	Section 3(b) of the Agreement is hereby amended in its entirety as follows:


2.	In all respects not amended the Agreement is hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed as of the date first set forth above.

EMPLOYEE COMPANY

AMERICAN WOODMARK CORPORATION

/s/ R. PERRY CAMPBELL By: /s/ M. SCOTT CULBRETH

R. Perry Campbell Name: M. Scott Culbreth

Title: Senior Vice President and

Chief Financial Officer

Exhibit 10.4

AMENDMENT

TO EMPLOYMENT AGREEMENT

THIS AMENDMENT to the Employment Agreement between American Woodmark Corporation (the “Company”) and Robert J. Adams, Jr. (the “Employee”) dated September 7, 2015 (the “Agreement”) is hereby made as of this 28th day of May, 2019.

WITNESSETH:

WHEREAS, the parties have the power to amend the Agreement and now wish to do so;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement as follows:


1.	Section 3(b) of the Agreement is hereby amended in its entirety as follows:


2.	In all respects not amended the Agreement is hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed as of the date first set forth above.

EMPLOYEE COMPANY

AMERICAN WOODMARK CORPORATION

/s/ ROBERT J. ADAMS JR. By: /s/ M. SCOTT CULBRETH

Robert J. Adams, Jr. Name: M. Scott Culbreth

Title: Senior Vice President and

Chief Financial Officer