UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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 | |||||