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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, 2022
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
Virginia000-1479854-1138147
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
561 Shady Elm Road,Winchester,Virginia22602
(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))

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock (no par value)AMWDNASDAQ 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 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

On May 24, 2022, American Woodmark Corporation (the Company) notified KPMG LLP (KPMG) that it would be dismissed as the Company’s independent registered public accounting firm effective upon (i) completion of KPMG’s audits of the Company’s consolidated financial statements to be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2022 and the effectiveness of the Company’s internal control over financial reporting as of April 30, 2022 and (ii) the issuance of KPMG’s reports on the same. The Audit Committee of the Company’s Board of Directors (the Audit Committee) approved the dismissal of KPMG on May 23, 2022. The decision to dismiss KPMG was made following a competitive bid process to determine the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023. As a result of this process, the Audit Committee has appointed Ernst & Young LLP (EY) to serve as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023 effective as of May 23, 2022.

The audit reports of KPMG on the Company’s consolidated financial statements as of and for the years ended April 30, 2021 and April 30, 2020 contained no adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that (i) KPMG’s report on the Company’s financial statements as of and for the year ended April 30, 2021 noted that “[a]s discussed in Note A to the consolidated financial statements, the Company has elected to change its method of accounting for leases as of May 1, 2019 due to the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 842, Leases” and (ii) KPMG’s report on the Company’s financial statements as of and for the year ended April 30, 2020 noted that “[a]s discussed in Note A to the consolidated financial statements, the Company has changed its method of accounting for leases as of May 1, 2019 due to the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 842, Leases.”

During the Company’s fiscal years ended April 30, 2020 and April 30, 2021 and through May 24, 2022, the Company had no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreement in connection with its reports on the financial statements of the Company for such years.

During the Company’s fiscal years ended April 30, 2020 and April 30, 2021 and through May 24, 2022, no “reportable event” as defined in Item 304(a)(1)(v) of Regulation S-K occurred, other than the material weakness in internal control over financial reporting initially disclosed in the Company’s Annual Report on Form 10-K for the year ended April 30, 2019 and referred to most recently in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2020. This material weakness involved ineffective general information technology controls related to RSI Home Products, Inc., which was acquired by the Company in December 2017, and was fully remediated as of April 30, 2020. The Audit Committee discussed this matter with KPMG, and the Company has authorized KPMG to respond fully to any inquires of EY with respect to this matter.

The Company provided KPMG with a copy of the disclosures it is making in this Current Report on Form 8-K and requested a letter from KPMG to the Securities and Exchange Commission indicating whether it agrees with these disclosures. A copy of KPMG’s letter, dated May 27, 2022, is filed as Exhibit 16.1 hereto.

Upon completion of KPMG’s services, the Company will file an amendment to this Current Report on Form 8-K with the specific date of dismissal and to update the disclosures required by Item 304(a) of Regulation S-K through that date.

During the Company’s fiscal years ended April 30, 2020 and April 30, 2021 and through May 24, 2022, neither the Company nor anyone acting on the Company’s behalf consulted with EY regarding any matters referred to in Item 304(a)(2)(i) or (ii) of Regulation S-K.




ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

Exhibit 16.1    Letter of KPMG LLP, dated as of May 27, 2022, to the Securities and Exchange Commission.
Exhibit 104    Cover Page Interactive Data File (embedded with 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)



/s/ PAUL JOACHIMCZYK/s/ M. SCOTT CULBRETH
Paul JoachimczykM. Scott Culbreth
Vice President and Chief Financial OfficerPresident & Chief Executive Officer
Date: May 27, 2022
Date: May 27, 2022
Signing on behalf of the registrant and as principal financial officerSigning on behalf of the registrant and as principal executive officer

Exhibit 16.1


May 27, 2022

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We are currently principal accountants for American Woodmark Corporation (the Company) and, under the date of June 29, 2021, we reported on the consolidated financial statements of the Company as of and for the years ended April 30, 2021 and 2020, and the effectiveness of internal control over financial reporting as of April 30, 2021. On May 24, 2022, we were notified that the Company appointed Ernst & Young LLP as its principal accountant for the year ending April 30, 2023 and that the auditor-client relationship with KPMG LLP will cease upon completion of the audit of the Company’s consolidated financial statements as of and for the year ended April 30, 2022, and the effectiveness of internal control over financial reporting as of April 30, 2022, and the issuance of our reports thereon. We have read the Company’s statements included under Item 4.01 of its Form 8-K dated May 27, 2022, and we agree with such statements, except that we are not in a position to agree or disagree with the Company’s statement that the change was approved by the Audit Committee of the Board of Directors or that the Company will file an amendment to their Form 8-K, and we are not in a position to agree or disagree with the Company’s statement that Ernst & Young LLP was not consulted on any matters referred to in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Very truly yours,


/s/ KPMG LLP