ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 6, 2020, the Registrant issued a press release announcing the resignation of Ms. Teresa M. May from the Board of Directors of American Woodmark Corporation (the "Company"), effective April 5, 2020. Ms. May has been a director of the Company since 2018 and recently accepted a leadership position with the Company impacting her ability to serve on the board. Ms. May's decision to resign is not attributable to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



(d)  Exhibits

  Exhibit 99.1  Registrant's Press Release dated April 6, 2020.

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