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



On August 20, 2020, the Board of Directors (the "Board") of American Woodmark
Corporation (the "Company") elected David Rodriquez, Executive Vice President
and Global Chief Human Resources Officer at Marriott International, and M. Scott
Culbreth, President and Chief Executive Officer of the Company, as directors of
the Company. Mr. Rodriguez will also serve as a member of the Compensation and
Governance Committees. Mr. Culbreth will not serve on any of the Board's current
committees given that he does not qualify as independent due to his service as
the Company's President and Chief Executive Officer.

Mr. Rodriguez will be eligible to receive the non-management director
compensation provided to our other non-management directors as more fully set
forth under "Non-Management Directors' Compensation" in our definitive proxy
statement on Schedule 14A filed with the Securities and Exchange Commission
("SEC") on June 29, 2020. Mr. Culbreth will not receive any additional
compensation for his service as a director.

A copy of the press release announcing the appointments is attached as Exhibit 99.1 to this report.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR



On August 20, 2020, the Board approved an amendment to Article II, Section 2 of
the Company's Bylaws. The amendment will increase the number of directors of the
Company from six to eight. The full text of the Bylaws of the Company, marked to
show the change, is attached as Exhibit 3.1 to this report and is incorporated
in response to this Item by reference thereto.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



At the Annual Meeting of Shareholders of American Woodmark Corporation held on
August 20, 2020, the holders of 15,929,928 of the 16,942,569 shares of the
Company's common stock outstanding as of the record date voted on one or more
matters either in person at the meeting or by duly executed and delivered
proxies. The shareholders approved the four items outlined in the Company's
Proxy Statement that was sent to shareholders and filed with the SEC in
accordance with Regulation 14A under the Securities Exchange Act of 1934, as
amended.

The following items were approved at the Company's Annual Meeting:

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                                       Votes "FOR"                 Votes "WITHHELD"              Broker "NON-VOTES"
1. Election of the Board of
Directors:
Andrew B. Cogan                         14,563,681                      447,680                        918,567
James G. Davis, Jr.                     13,914,691                    1,096,670                        918,567
Martha M. Hayes                         14,003,022                    1,008,339                        918,567
Daniel T. Hendrix                       14,590,136                      421,225                        918,567
Carol B. Moerdyk                        14,067,860                      943,501                        918,567
Vance W. Tang                           14,377,865                      633,496                        918,567

                                       Votes "FOR"                 Votes "WITHHELD"              Votes "ABSTAINED"              Broker "NON-VOTES"
2. Ratification of the selection
of Independent Registed Public
Accounting Firm                         15,766,687                     134,131                         29,110                           -
3. Approval of extension of the
Company's 2015 Non-Employee
Directors Restricted Stock Unit
Plan                                    14,160,098                     784,524                         66,739                        918,567
4. Advisory approval of executive
compensation                            14,581,979                     174,993                        254,389                        918,567

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit 3.1 Bylaws of the Company, as amended effective August 20, 2020 (marked to show changes to Bylaws).

Exhibit 99.1 Registrant's Press Release dated August 21, 2020.

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