American Woodmark (AMWD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 21, 2025, to elect eight directors, ratify Ernst & Young LLP as auditor for fiscal 2026, and approve executive compensation on an advisory basis.

• Shareholders of record as of June 17, 2025, are entitled to vote; each share has one vote per proposal.

• Company strategy focuses on Growth, Digital Transformation, and Platform Design to drive profitability and operational excellence.

• Fiscal 2025 saw growth despite macroeconomic headwinds, with investments in product innovation, facility expansion, and digital infrastructure.

Voting matters and shareholder proposals

• Proposals include election of eight directors, ratification of EY as auditor, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by March 12, 2026.

Board of directors and corporate governance

• Board consists of nine members, eight nominated for re-election; majority are independent.

• Board diversity: 38% female, 25% ethnic diversity; broad expertise in manufacturing, finance, HR, and marketing.

• Board committees: Audit, Compensation, and Governance, Sustainability and Nominating (GSN), all with independent members.

• Codes of conduct, insider trading, and whistleblower policies in place; no waivers or amendments in fiscal 2025.

• Board and committee attendance exceeded 75%; all directors attended the last annual meeting.