American Woodmark (AMWD) Proxy Filing summary

Executive summary

• MasterBrand and American Woodmark agreed to an all-stock merger, with American Woodmark becoming a wholly owned subsidiary of MasterBrand, operating under the MasterBrand name and NYSE symbol “MBC.”

• Each American Woodmark share will be converted into 5.150 shares of MasterBrand common stock, with the exchange ratio fixed and not subject to market price adjustments.

• Post-merger, MasterBrand shareholders will own approximately 63% and American Woodmark shareholders 37% of the combined company.

• The merger is expected to close in early 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• MasterBrand shareholders will vote on issuing new shares for the merger and on adjourning the meeting if more votes are needed.

• American Woodmark shareholders will vote on approving the merger, an advisory vote on executive compensation related to the merger, and on adjourning the meeting if necessary.

• Approval of the merger requires a two-thirds majority of American Woodmark shares and a majority of MasterBrand shares present or represented by proxy.

• Both boards unanimously recommend voting in favor of all proposals.

Board of directors and corporate governance

• The combined company’s board will have 11 directors: 8 from MasterBrand and 3 from American Woodmark.

• The current MasterBrand CEO and board chair will retain their roles post-merger.

• American Woodmark designees must meet NYSE independence standards and MasterBrand’s governance requirements.