American Woodmark (AMWD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 22, 2024, to elect nine directors, ratify Ernst & Young LLP as auditor, and approve executive compensation on an advisory basis.

• Shareholders of record as of June 17, 2024, are entitled to vote, with each share of common stock carrying one vote per proposal.

• The company’s strategy focuses on Growth, Digital Transformation, and Platform Design to drive profitability and operational excellence.

Voting matters and shareholder proposals

• Proposals include election of nine directors, ratification of EY as auditor for fiscal 2025, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals, citing director qualifications, auditor performance, and pay-for-performance compensation philosophy.

• Shareholder proposals for the 2025 meeting must be submitted by March 12, 2025.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; all directors attended at least 75% of meetings.

• Board diversity: 33% female, 22% ethnically diverse; directors bring varied backgrounds in leadership, finance, operations, and HR.

• Three standing committees: Audit, Compensation and Social Principles, and Governance, Sustainability and Nominating, all with independent members.

• Board and committee charters, codes of conduct, and insider trading policies are in place and regularly reviewed.