Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2020
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
 
Virginia
 
000-14798
 
54-1138147
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
561 Shady Elm Road,
Winchester,
Virginia
 
22602
(Address of principal executive offices
 
(Zip Code)

Registrant’s telephone number, including area code: (540) 665-9100
Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on Which Registered
Common Stock (no par value)
 
AMWD
 
NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



American Woodmark Corporation


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

On July 14, 2020, American Woodmark Corporation (the “Company”) announced that S. Cary Dunston has retired as the Company’s President and Chief Executive Officer and as a member of the Company’s board of directors effective July 9, 2020. In connection with Mr. Dunston’s retirement, the Company’s board of directors has elected M. Scott Culbreth to serve as the Company’s President and Chief Executive Officer effective July 9, 2020. Mr. Culbreth previously served as a Senior Vice President and the Chief Financial Officer of the Company. Also, Vance W. Tang, Lead Independent Director for the Company prior to Mr. Dunston’s retirement, was elected non-executive Chairman of the Board of Directors, effective immediately.

In connection with Mr. Dunston’s retirement, the Company and Mr. Dunston have entered into a separation agreement and release under which Mr. Dunston will receive a salary continuation payment of $935,000, payable over 12 months, which is equivalent to Mr. Dunston’s current annual salary before it was reduced due to the COVID-19 pandemic. Mr. Dunston will also continue to receive Company health benefits for a period of one year following his retirement. In exchange for the payments and benefits provided for in the separation agreement and release, Mr. Dunston has agreed to abide by certain non-competition and non-solicitation provisions for a period of one year and has released the Company and its affiliates from all claims he has or may have against the Company and its affiliates arising out of his employment and separation from the Company. Pursuant to the terms of the Company’s restricted stock unit (“RSU”) awards, a prorata portion of Mr. Dunston’s outstanding, unvested RSUs based on his total period of service from the grant date through the date of his retirement will vest upon his retirement due to the fact that Mr. Dunston is 55 or older and has over ten years of service with the Company. Mr. Dunston will receive 14,411 shares of Company common stock upon the settlement of these RSUs.

Mr. Dunston’s retirement was not due to any disagreement with the Company relating to the Company’s operations, policies or practices.

Mr. Culbreth’s compensation arrangements currently remain unchanged from those previously disclosed as the compensation arrangements for his new position have not yet been determined. For more information concerning Mr. Culbreth, please see “Executive Officers of the Registrant” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2020.

Effective July 9, 2020, the Company’s board of directors appointed Paul Joachimczyk, age 48, to serve as Vice President and Chief Financial Officer of the Company.  In this role, Mr. Joachimczyk will perform the functions of principal accounting officer and principal financial officer.  Mr. Joachimczyk has served as Vice President, Financial Planning and Analysis since joining the Company on February 4, 2019. Prior to joining the Company, from October 2016 to June 2018, Mr. Joachimczyk served as Vice President of Finance and Corporate Controller at TopBuild Corp., a publicly traded construction services and distribution company.  From May 2014 to July 2016, Mr. Joachimczyk was with Stanley Black & Decker, Inc., a public company that serves as a diversified global provider of hand tools, power tools and related accessories, electronic security solutions, healthcare solutions, and engineered fastening systems. In his last role with Stanley Black & Decker, Mr. Joachimczyk served as CFO - Functional Transformation and was responsible for redesigning the finance and IT functions across the company. Mr. Joachimczyk is a certified public accountant and began his career with Ernst and Young, LLP. 

Mr. Joachimczyk has no family relationships with any other director or executive officer of the Company and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.  There are no arrangements or understandings between Mr. Joachimczyk and any other person pursuant to which he was appointed to serve as an officer of the Company.  The compensation arrangements for Mr. Joachimczyk’s new position have not yet been determined.




Also on July 14, 2020, the Company announced that R. Perry Campbell was terminated as Senior Vice President, Sales and Commercial Operations effective as of July 9, 2020. Mr. Campbell’s termination follows an internal investigation that found Mr. Campbell exhibited behavior that violated the Company’s policies and values. His termination is not related to the Company’s operational or financial performance. In connection with his termination, the Company and Mr. Campbell have entered into a separation agreement and release under which Mr. Campbell will receive a salary continuation payment of $271,147.50, payable over nine months, which is equivalent to Mr. Campbell’s salary for a period of nine months before it was reduced due to the COVID-19 pandemic. In exchange for this payment, Mr. Campbell has agreed to abide by certain non-competition and non-solicitation provisions for a period of one year and has released the Company and its affiliates from all claims he has or may have against the Company and its affiliates arising out of his employment and separation from the Company. Under the terms of the separation agreement and release, Mr. Campbell will not be entitled to any continued benefits or other compensation for his prior service to the Company, except for the payment of Mr. Campbell’s bonus for fiscal 2020 which was deferred due to the COVID-19 pandemic.

The foregoing summaries of the separation agreements with Mr. Dunston and Mr. Campbell do not purport to be complete and are qualified in its entirety by reference to the text of the agreements, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

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

On July 13, 2020, the Board of Directors of the Company approved an amendment to Article II, Section 2 of the Company's Bylaws. The amendment will decrease the number of directors of the Company from seven to six. 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 8.01    OTHER EVENTS.

On July 14, 2020, the Company issued a press release concerning the matters disclosed in Item 5.02 above. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits
Bylaws of the Company, as amended effective July 13, 2020 (marked to show changes)
Separation Agreement and Release, effective July 13, 2020, between American Woodmark Corporation and S. Cary Dunston
Separation Agreement and Release, effective July 13, 2020, between American Woodmark Corporation and R. Perry Campbell
Press Release, dated July 14, 2020
104
Cover Page Interactive Data File (embedded within Inline XBRL document)
 
 
* Filed herewith





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


AMERICAN WOODMARK CORPORATION
(Registrant)
 
 
 
 
 
/s/ M. SCOTT CULBRETH
 
 
 
 
 
M. Scott Culbreth
 
 
President & Chief Executive Officer
 
 
 
 
 
Date: July 14, 2020
 
 
Signing on behalf of the registrant and as principal executive officer
 
 
 



Exhibit


EXHIBIT 3.1
BYLAWS OF
AMERICAN WOODMARK CORPORATION
AMENDED AND RESTATED
Effective July 13, 2020
ARTICLE I.
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the fourth Thursday in August of each year beginning at 9:00 a.m., or at such other time on such other date in each year as may be designated by resolution of the Board of Directors from time to time.
At each annual meeting of shareholders, only such business shall be conducted as is proper to consider and has been brought before the meeting (i) pursuant to the Corporation’s notice of the meeting, (ii) by or at the direction of the Board of Directors or (iii) by a shareholder who is a shareholder of record of a class of shares entitled to vote on the business such shareholder is proposing and who is such a shareholder of record, both at the time of the giving of the shareholder’s notice hereinafter described in this Section and on the record date for determining the shareholders entitled to vote at such annual meeting, and who complies with the notice procedures set forth in this Section.
In order to bring before an annual meeting of shareholders any business which may properly be considered and which a shareholder has not sought to have included in the Corporation’s proxy statement for the meeting, a shareholder who meets the requirements set forth in the preceding paragraph must give the Corporation timely written notice. To be timely, a shareholder’s notice must be given, either by personal delivery to the Secretary at the principal office of the Corporation or by first class United States mail, with postage prepaid, addressed to the Secretary at the principal office of the Corporation. Any such notice must be received (i) not less than 120 days before the one-year anniversary of the date of the preceding year’s annual meeting of shareholders, if clause (ii) is not applicable, or (ii) not less than 90 days before the date of the meeting if the date of such meeting, as prescribed in these Bylaws, has been changed by more than 30 days.
Each such shareholder’s notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) the name and address, as they appear on the Corporation’s share transfer books, of the shareholder proposing business, (ii) the class and number of shares of the Corporation beneficially owned by such shareholder, (iii) a representation that such shareholder is a shareholder of record at the time of the giving of the notice and intends to appear in person or by proxy at the meeting to present the business specified in the notice, (iv) a brief description of the business desired to be brought before the meeting, including the complete text of any resolutions to be presented and the reasons for wanting to conduct such business and (v) any interest which the shareholder may have in such business. The Chairman of the meeting may dismiss any business that a shareholder attempts to bring before an annual meeting without complying with the foregoing procedure. The foregoing provisions are not applicable to shareholder nominations of Directors, the process for which is set forth in Article II.
The Secretary shall deliver each shareholder’s notice that has been timely received to the Chairman of the Board or, if there is not one, to the Chief Executive Officer for review.





Notwithstanding the foregoing provisions of this Section, a shareholder seeking to have a proposal included in the Corporation’s proxy statement for an annual meeting of shareholders shall comply with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), or with any successor regulation. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such shareholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.
SECTION 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman of the Board of Directors (the “Chairman”), the Chief Executive Officer or the Board of Directors. Notice of a special meeting shall state the purpose or purposes for which the meeting is called.
SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Virginia unless otherwise prescribed by statute, as the place of meeting of shareholders for any annual meeting or for any special meeting. If no designation is made, the place of the meeting shall be the principal office of the Corporation.
SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of each meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting (except when a different time is required in these Bylaws or by law), either personally or by mail, telecopy or any other form of communication permitted by applicable law or by private courier, by or at the direction of the Chairman, the Chief Executive Officer, the Board of Directors or the Secretary to each shareholder of record entitled to vote at such meeting as of the record date for determining the shareholders entitled to notice of the meeting. If the purpose for which a shareholders meeting is called is to act on an amendment to the Articles of Incorporation, a plan of merger, share exchange, domestication or entity conversion, a proposed sale of assets contemplated by Section 13.1-724 of the Virginia Stock Corporation Act, or the dissolution of the Corporation, notice shall be delivered not less than twenty-five (25) nor more than sixty (60) days before the meeting date to all shareholders of the Corporation, whether or not entitled to vote. The notice shall include the record date for determining the shareholders entitled to vote at the meeting, if such date is different than the record date for determining shareholders entitled to notice of the meeting.
Notwithstanding the foregoing, no notice of a shareholders’ meeting need be given to a shareholder if (i) an annual report and proxy statements for two consecutive annual meetings of shareholders, or (ii) all, and at least two, checks in payment of dividends or interest on securities during a twelve-month period, have been sent by first-class United States mail, with postage prepaid, addressed to the shareholder at the shareholder’s address as it appears on the share transfer books of the Corporation, and returned undeliverable. The obligation of the Corporation to give notice of shareholders’ meetings to any such shareholder shall be reinstated once the Corporation has received a new address for such shareholder for entry on its share transfer books.
If a meeting is adjourned to a different date, time or place, notice need not be given if the new date, time or place is announced at the meeting before adjournment. However, if a new record date for an adjourned meeting is fixed, notice of the adjourned meeting shall be given to shareholders of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting unless a court provides otherwise.

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SECTION 5. Record Dates. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or to receive any dividend or for any purpose, the Board of Directors may fix, in advance, a record date or dates for any such determination of shareholders, such date or dates in any case to be not more than seventy (70) days before the meeting or action requiring such determination of shareholders. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date or dates, which shall be required if the meeting is adjourned to a date more than one-hundred twenty (120) days after the date of the original meeting. The record date for a shareholders’ meeting fixed by the Board of Directors shall be the record date for determining shareholders entitled to both notice of and to vote at the shareholders’ meeting, unless the Board of Directors, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.
SECTION 6. Quorum. Unless otherwise required by law or the Articles of Incorporation, a majority of the outstanding shares of the Corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date or dates are or shall be set for that adjourned meeting. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.
SECTION 7. Proxies. At all meetings of shareholders, a shareholder may vote the shareholder’s shares in person or by proxy. A shareholder or the shareholder’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by any other means authorized by the Virginia Stock Corporation Act or other applicable law. Such proxy shall be effective when received by the inspector(s) of elections or other officer or agent of the Corporation authorized to tabulate votes. Such proxy shall be valid for eleven (11) months from the date of its execution, unless otherwise provided in the proxy. An appointment of a proxy is revocable unless the appointment form states that it is irrevocable and the appointment is coupled with an interest.
SECTION 8. Voting of Shares. If a quorum exists, action on a matter, other than the election of directors, is approved if the number of votes cast favoring the action exceed the number of votes cast opposing the action unless a greater number of affirmative votes is required by law or by the Board of Directors or other person proposing the matter or is otherwise required by the Articles of Incorporation or these Bylaws. The vote required in the election of directors shall be as provided in Section 4 of Article II.
SECTION 9. Organization and Order of Business.
(a) The Chairman shall serve as chairman at all meetings of the shareholders. In the absence of the Chairman or if the Chairman declines to serve, the chairman of the meeting shall be designated by the Board of Directors. The Secretary or, in the Secretary’s absence, an Assistant Secretary shall act as secretary at all meetings of the shareholders. In the event that neither the Secretary nor an Assistant Secretary is present, the chairman of the meeting may appoint any person to act as secretary of the meeting.

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(b) The chairman of the meeting shall have the authority to make such rules and regulations, to establish such procedures and to take such steps as the chairman deems necessary or desirable for the proper conduct of each meeting of the shareholders, including, without limitation, the authority to make the agenda and to establish procedures for (i) dismissing business not properly presented, (ii) maintaining order and safety, (iii) placing limitations on the time allotted to questions or comments on the affairs of the Corporation, (iv) placing restrictions on attendance at a meeting by persons or classes of persons who are not shareholders or their proxies, (v) restricting entry to a meeting after the time prescribed for the commencement thereof, (vi) commencing, conducting and closing voting on any matter and (vii) adjourning the meeting to be reconvened at a later date.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 1. General Powers. The Corporation shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation.
SECTION 2. Number, Tenure and Qualification. The number of directors of the Corporation shall be seven six. Directors shall be elected for terms that expire at the next annual meeting of shareholders following their election. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor shall have been elected and duly qualified, until there is a decrease in the number of directors or until removed by the shareholders, whichever event first occurs.
SECTION 3. Nomination of Directors. Nominations for the election of directors at any annual meeting of shareholders may be made by the Board of Directors or by any shareholder who is a shareholder of record of a class of shares entitled to vote in the election of directors at the applicable meeting of shareholders and who is such a shareholder of record, both at the time of the giving of the shareholder’s notice hereinafter described in this Section and on the record date for determining the shareholders entitled to vote at the applicable meeting. However, such a shareholder may nominate one or more persons for election as directors only if written notice of such shareholder’s intent to make such nomination or nominations is submitted in writing, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation and is received at the Corporation’s principal executive offices not later than, (i) 120 days before the one-year anniversary of the date of the preceding year’s annual meeting of shareholders, if clause (ii) is not applicable, or (ii) 90 days before the date of the annual meeting if the date of such annual meeting, as prescribed in these Bylaws, has been changed by more than 30 days.
Each such nomination shall set forth the name and address of the nominee and a description of the nominee’s qualifications for serving as a director and: (i) the name and address of the shareholder making the nomination; (b) a representation that the shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting and, if necessary, would appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (d) such other information regarding each nominee as would be required to be included in a proxy statement filed under the proxy rules of the Securities and Exchange Commission if the nominee were to be nominated by the Board of Directors; (d) information concerning each nominee’s independence as defined by applicable NASDAQ listing standards; and (e) the consent of each nominee to serve as a director of the

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Corporation if elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.
SECTION 4. Election. Except as provided in Section 13 of this Article II, directors shall be elected by the holders of the common shares at each annual meeting of shareholders or at a special meeting called for such purpose. Each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting of shareholders for the election of directors at which a quorum is present; provided, that if it is determined that the number of persons properly nominated to serve as elected directors of the Corporation exceeds the number of directors to be elected (a contested election), the directors shall be elected by a plurality of the votes of the shares represented at the meeting and entitled to vote on the election of directors. A majority of the votes cast means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director.
In order for any incumbent director to be a nominee for continued service on the Board of Directors he or she must submit an irrevocable offer of resignation, contingent on failing to receive a majority of the votes cast in an uncontested election. Following an uncontested election, if a nominee who is an incumbent director does not receive a majority of the votes cast, the committee of the Board of Directors responsible for nominating and governance matters shall consider, and recommend to the Board of Directors, whether to accept or reject the offer of resignation. Within 90 days following certification of the election results, the Board of Directors shall act on the offered resignation. In determining whether or not to accept the offered resignation, the Board of Directors shall consider any recommendation of the committee of the Board of Directors responsible for nominating and governance matters, the factors considered by that committee and any additional information and factors that the Board of Directors believes to be relevant. The Board of Directors will promptly disclose its decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation offer, if applicable) in a press release to be disseminated in the manner that the Corporation’s press releases typically are distributed.
An incumbent director who fails to receive a sufficient vote for reelection shall not participate in the deliberations or decisions of the committee of the Board of Directors responsible for nominating and governance matters, or the Board of Directors, regarding such director’s resignation. However, if each member of the committee of the Board of Directors responsible for nominating and governance matters fails to receive a sufficient vote for reelection, then the independent directors who did receive a sufficient vote shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board of Directors whether to accept them. In addition, if the only directors who did receive a sufficient vote for reelection in the same election constitute three or fewer directors, all directors may participate in the action regarding whether to accept or reject the resignation offers.
If the submitted resignation is not accepted by the Board of Directors, the director, despite the expiration of his or her term, shall continue to serve until his or her successor shall have been elected and duly qualified or until there is a decrease in the number of directors. If a director’s resignation is accepted by the Board of Directors, or if a nominee for director is not elected by the shareholders, then the Board of Directors, in its sole discretion, may fill any resulting vacancy in accordance with Section 13 of this Article II.
No individual shall be named or elected as a director without such individual’s prior consent.
SECTION 5. Regular Meetings. The Board of Directors may adopt a schedule of meetings, which shall be considered regular meetings. Regular meetings shall be held at such times and at such places, within or without the

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Commonwealth of Virginia, as the Chairman, the Chief Executive Officer or the Board of Directors shall designate from time to time. If no place is designated, regular meetings shall be held at the principal office of the Corporation.
SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman, the Chief Executive Officer, the Board of Directors or any two directors and shall be held at such times and at such places, within or without the Commonwealth of Virginia, as such person or persons calling the meeting shall designate. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the Corporation.
SECTION 7. Notice. No notice need be given of regular meetings of the Board of Directors. Notice of any special meeting shall be given at least six (6) hours before the meeting in person or delivered to his or her residence or business address (or such other place as the director may have directed in writing) by mail, messenger, telecopy, telegraph, email or any other form of communication permitted by applicable law or by telephoning such notice to the director. Any such notice may be oral or written and shall set forth the date, time and place of the meeting and shall state the purpose for which the meeting is called.
SECTION 8. Quorum. A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors then present may adjourn the meeting from time to time without further notice.
SECTION 9. Voting. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) the director objects, at the beginning of the meeting or promptly upon arrival, to holding the meeting or transacting specified business at the meeting or (ii) the director votes against or abstains from the action taken.
SECTION 10. Participation in Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
SECTION 11. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if one or more written consents describing the action is signed by each director before or after such action is taken and included in the minutes or filed with the corporate records. Action taken under this Section shall be effective when the last director signs the consent unless the consent specifies a different effective date in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director.
SECTION 12. Removal. The shareholders may remove one or more directors with or without cause. Unless the Articles of Incorporation require a greater vote, a director may be removed if the number of votes cast to remove the director constitutes a majority of the votes entitled to be cast at an election of directors. A director may be removed by the shareholders only at a meeting called for the purpose of removing such director and the meeting notice must state that the purpose, or one of the purposes of the meeting, is removal of the director.

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SECTION 13. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy resulting from the removal of a director or an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. The term of a director elected by the Board of Directors to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.
SECTION 14. Compensation. The directors shall receive such compensation for their services as directors and as members or chair of any committee appointed by the Board as may be prescribed by the Board of Directors and shall be reimbursed by the Corporation for ordinary and reasonable expenses incurred in the performance of their duties.
SECTION 15. Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Unless otherwise provided in these Bylaws, each committee shall have two or more members who serve at the pleasure of the Board of Directors. The creation of a committee and appointment of members to it shall be approved by the greater of (i) a majority of all of the directors in office when action is taken, or (ii) the number of directors required by the Articles of Incorporation or these Bylaws to take action. The provisions of these Bylaws that govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees of directors and their members as well.
SECTION 16. Chairman of the Board. The Chairman, if one is designated by the Board of Directors, shall preside at all meetings of the Board and perform such other duties as the Board shall assign from time to time. In the absence of the Chairman, the chairman of the meeting shall be designated by the Board of Directors.
SECTION 17. Secretary of Meetings. The Secretary or an Assistant Secretary shall act as secretary of meetings of the Board. In the absence of the Secretary or an Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.
ARTICLE III.
OFFICERS
SECTION 1. Number. The officers of the Corporation shall include a President and a Secretary and may include a Chairman of the Board, one or more Vice Presidents, a Treasurer and such other officers and assistant officers as may be deemed necessary or advisable to carry on the business of the Corporation. The Board of Directors shall designate a Chief Executive Officer and a Chief Financial Officer of the Corporation. One person may hold two or more offices, except those of Chief Executive Officer and Secretary.
SECTION 2. Election and Term of Office. The Board of Directors shall elect the Chairman of the Board, if there is one, the President, the Secretary and such other officers as the Board of Directors shall, in its discretion, determine. The Chief Executive Officer may, from time to time, appoint other officers. The action of the Chief Executive Officer in appointing officers shall be reported to the Board of Directors no later than the next regular meeting of the Board of Directors after it is taken. Each officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until his or her death or resignation or shall have been removed in the manner hereinafter provided.

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SECTION 3. Removal. Any officer, employee or agent may be removed by the Board of Directors with or without cause whenever in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer or assistant officer, if appointed by the Chief Executive Officer, may likewise be removed by the Chief Executive Officer. Such action shall be reported to the next regular meeting of the Board of Directors after it is taken. Election or appointment of an officer, employee or agent shall not of itself create contract rights.
SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation and, subject to the direction of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation and in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 5. President. In the absence of the Chief Executive Officer or in the event of his or her death, resignation, removal or inability or refusal to act, and unless and until the Board designates an interim or acting Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The President shall perform such other duties as from time to time may be assigned by the Chief Executive Officer or by the Board of Directors.
SECTION 6. Chief Financial Officer. The Chief Financial Officer of the Corporation shall keep or cause to be kept full and accurate books of account. Whenever required by the Board of Directors or the Chief Executive Officer, the Chief Financial Officer shall render financial statements showing all transactions of the Corporation and the financial condition of the Corporation. The Chief Financial Officer shall also perform such other duties as from time to time may be assigned by the Chief Executive Officer or by the Board of Directors.
SECTION 7. Secretary. The Secretary, or an Assistant Secretary, shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation, if any; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such officer by the Chief Executive Officer or by the Board of Directors.
SECTION 8. Duties of Other Officers. The other officers of the Corporation, which may include Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, a Treasurer, Assistant Treasurers, a Controller or Assistant Controllers, and Assistant Secretaries shall have such authority and perform such duties as shall be prescribed by the Board of Directors or the Chief Executive Officer. To the extent that such duties are not so stated, such officers shall have such authority and perform the duties which generally pertain to their respective offices, subject to the direction of the Chief Executive Officer or the Board of Directors.
SECTION 9. Voting Securities of Other Corporations. Unless otherwise provided by the Board of Directors, each of the Chief Executive Officer, President and Chief Financial Officer, in the name and on behalf of the Corporation, may appoint from time to time himself or herself or any other person (or persons) proxy, attorney or agent for the Corporation to cast the votes that the Corporation may be entitled to cast as a shareholder, member or otherwise in any other corporation, partnership or other legal entity, domestic or foreign, whose stock, interests or other securities are held by the Corporation, or to consent in writing to any action by such other entity, or to exercise any or all other powers of this Corporation as the holder of the stock, interests or other securities of such other entity.

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Each of the Chief Executive Officer, President and Chief Financial Officer may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of the Corporation and under its corporate seal such written proxies, consents, waivers, or other instruments as may be deemed necessary or proper. Each of the Chief Executive Officer, President and Chief Financial Officer may attend any meeting of the holders of stock, interests or other securities of any such other entity and vote or exercise any or all other powers of this Corporation as the holder of the stock, interest or other securities of such other entity.
SECTION 10. Compensation. The Board of Directors or a committee of the Board of Directors shall fix the compensation of the executive officers of the Corporation, including the Chief Executive Officer.
SECTION 11. Contracts. Each of the Chief Executive Officer, President and Chief Financial Officer (each an “Authorized Officer”), and any officer(s), employee(s) or agent(s) of the Corporation any such Authorized Officer may designate, may enter into any deed, mortgage, deed of trust, note, lease, contract or agreement (collectively “Contracts”) and execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors may authorize any other officer(s), employee(s) or agent(s), of the Corporation to enter into any Contracts or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
ARTICLE IV.
SHARE CERTIFICATES
SECTION 1. Certificates for Shares. Shares of the Corporation, when fully paid, shall be evidenced by certificates containing such information as is required by law and in such form as approved by the Board of Directors. When issued, such certificates shall be signed by the Chief Executive Officer, President or Chief Financial Officer and the Secretary or an Assistant Secretary and may (but need not) be sealed with the seal of the Corporation. The seal of the Corporation and any or all of the signatures on a share certificate may be facsimile. If any officer, transfer agent or registrar who signed, or whose facsimile signature has been written, printed or stamped on, a certificate for shares shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Corporation, such certificate shall be as valid as though such individual were such officer, transfer agent or registrar at the date of issue.
Alternatively, the Board of Directors may authorize the issuance of some or all shares without certificates. In such event, within a reasonable time after issuance, the Corporation shall mail to the shareholder a written confirmation of its records with respect to such shares containing the information required by law.
SECTION 2. Transfer; Restrictions on Transfer. The Board of Directors may make rules and regulations concerning the issue, registration and transfer of shares and/or certificates representing the shares of the Corporation. Transfer of shares of the Corporation, and/or certificates representing such shares, shall be made on the share transfer books of the Corporation by the holder of record thereof or by the shareholder’s legal representative, who shall furnish proper evidence of authority to transfer, or by the shareholder’s attorney-in-fact thereunto authorized by power-of-attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate representing such shares, if any, accompanied by written assignments given by such record shareholder, legal representative or attorney-in-fact.

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SECTION 3. Transfer Agents and Registrar. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.
SECTION 4. Lost or Destroyed Share Certificates. The Corporation may issue a new share certificate or a written confirmation of its records with respect to shares in the place of any certificate theretofore issued which is alleged to have been lost or destroyed, and may require the owner of such certificate, or such owner’s legal representative, to give the Corporation a bond, with or without surety, or such other agreement, undertaking or security as the Board of Directors shall determine is appropriate, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of the former certificate or the issuance of any such new certificate.
SECTION 5. Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share or shares of the Corporation as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. The Corporation shall not be liable for registering any transfer of shares which are registered in the name of a fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad faith.
ARTICLE V.
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of May of each year and end on the last day of April in such year. The Board of Directors shall have power to fix and to change the fiscal year of the Corporation.
ARTICLE VI.
CORPORATE SEAL
The Corporation may, but need not, have a corporate seal, which may be altered at will, and may use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The failure to affix a seal shall not affect the validity of any instrument.
ARTICLE VII.
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Virginia Stock Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the date and time of the meeting, shall be deemed equivalent to the giving of such notice. Such waiver shall be delivered to the Secretary of the Corporation for inclusion in the minutes or filing with the corporate records.
A shareholder’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting and (ii) waives objection to consideration of a particular matter at the meeting that is not

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within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.
A director’s attendance at or participation in a meeting waives any required notice to such director of the meeting unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
ARTICLE VIII.
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors. Bylaws adopted by the Board of Directors may be repealed or changed or new bylaws adopted by the shareholders, and the shareholders may prescribe that any bylaw adopted by them may not be altered, amended or repealed by the Board of Directors.



11

Exhibit


EXHIBIT 10.1
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is made between Cary Dunston (“Dunston”) and American Woodmark Corporation (“AWC” or “the Company”). Dunston and AWC may collectively be referred to herein as the “Parties.”

WHEREAS, Dunston is an employee of AWC;
WHEREAS, Dunston has decided to voluntarily retire effective July 9, 2020 (the “Separation Date”);
WHEREAS, AWC has agreed to provide certain severance payments to Dunston, as described below, in consideration for a release of any and all claims Dunston has or may have against AWC arising out of any matter or event occurring at any time prior to the Effective Date of this Agreement (as defined herein), including, but not limited to, any claims against AWC arising out of or relating to the termination of Dunston’s employment with AWC; and
THEREFORE, in exchange for the good and valuable consideration set forth herein, the Parties hereby agree as follows:
1.Retirement. Dunston will voluntarily retire effective July 9, 2020. He will be paid through this date and will also receive his accrued but unused vacation. AWC will maintain Dunston on its health benefits programs through July 9, 2021 pursuant to the current cost sharing arrangements between Dunston and AWC, during which time his COBRA period will run concurrently. By executing this Agreement Dunston further agrees to resign from his seat on the AWC Board of Directors effective July 9, 2020. Dunston represents that there is no disagreement with the Company on any matter related to the Company’s operations, policies or practices. Dunston also agrees to return all AWC property in his possession on or before July 16, 2020.
2.    Severance Payment by AWC. In exchange for the promises made by Dunston in this Agreement, AWC will pay Dunston severance pay at his regular base pay (before it was reduced because of the COVID-19 pandemic) for twelve (12) months pursuant to its regular payroll cycle, beginning with the next scheduled payroll cycle, provided Dunston signs and does not revoke this Agreement as provided in Paragraph 7 below. AWC will issue a W-2 to Dunston for all severance money paid to him pursuant to this Agreement. Dunston acknowledges and agrees that the payments described in this paragraph and paragraph 1 are compensation to which Dunston would not otherwise be entitled except under the terms of this Agreement.
3.    Restricted Stock Units. Dunston, who is 55 years old or older, has more than 10 years of service with AWC and is retiring voluntarily, is entitled to vest in 14,411 Restricted Stock Units, which represents the pro rata share of his Restricted Stock Units under the Company’s 2016 Employee Stock Incentive Plan which have been awarded to him on June 4, 2018, June 3, 2019 and June 1, 2020. The vested Restricted Stock Units will be settled as soon as administratively practicable (and in any event within 60 days) after the date which is six (6) months after the Separation

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Date in accordance with the terms of the grant agreements and the Plan. Any remaining unvested Restricted Stock Units will be forfeited.
4.    No Other Payments. Dunston understands and agrees that as part of this settlement AWC shall neither make nor cause to be made any other payments to Dunston, his beneficiaries or dependents or otherwise on Dunston’s behalf, except for his bonus for fiscal year 2020 which was deferred because of the COVID-19 pandemic. That sum will be paid to him promptly.
5.    Taxes. Dunston understands and agrees that he has received no advice from AWC regarding taxation or tax liability, if any, with respect to the payments contemplated in this Agreement, that the severance payments provided above may be taxable, in whole or in part, and that AWC will report to the IRS and other taxing authorities the payment of such amounts, as required by law, and as set forth in Paragraphs 1 and 2 above. To the extent any taxes may be due by Dunston on the payments provided in this Agreement, Dunston agrees to pay such taxes and to indemnify and hold AWC and its agents and affiliates harmless for any tax payments owed by him, as well as interest, penalties, levies or assessments resulting from any failure by Dunston to pay such taxes, interest, penalties, levies or assessments.
6.    General Release and Promise Not to Sue by Dunston. To the maximum extent permitted by law, Dunston agrees for himself and his heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to release, discharge and promise not to sue AWC, its past, present or future affiliated entities, trustees, board members, officers, employees, attorneys, insurers, and other agents or representatives, and any employee benefit plans in which Dunston is or has been a participant by virtue of employment with AWC (collectively, the “AWC Releasees”), from or for any and all claims, debts, demands, accounts, judgments, rights, causes of action, claims for equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of any kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, asserted or unasserted, known or unknown, suspected or unsuspected, which Dunston has against such entities or persons as of the execution of this Agreement, including, but not limited to, any and all claims arising out of Dunston’s employment with AWC or the termination of his employment, including, but not limited to claims of discrimination, retaliation, breach of express or implied contract, fraud, misrepresentation, defamation or liability in tort, claims under the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, the Age Discrimination in Employment Act, as amended, the Equal Pay Act, as amended, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act, except to the extent provided below, the Worker Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the Family and Medical Leave Act, Sections 1981 and 1983 of Title 42 of the United States Code, the Virginia Human Rights Act and similar state or local statutes, ordinances and regulations. It is agreed that this is a general release and it is to be broadly construed as a release of all claims.
Dunston is not waiving any rights he may have to: (i) his own vested accrued employee benefits under AWC’s health, welfare or retirement benefits plans as of the date of execution of this Agreement; (ii) benefits or rights to seek benefits under applicable workers’ compensation or

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unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; (iv) enforce this Agreement; or (v) challenge the validity of this Agreement.

Nothing in this Agreement prohibits or restricts Dunston from filing a charge, complaint or claim with; providing any information or testimony to; communicating with; or participating in any inquiry, investigation or proceeding by any Government Agencies regarding any allegations of any possible violation of any federal, state or local law, rule or regulation. This Agreement also does not prohibit or restrict Dunston from making any other disclosures protected under any whistleblower provisions. “Government Agencies” means any federal, state or local government agency or authority, including, but not limited to, the Department of Labor, the Department of Justice, Congress, any agency Inspector General, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Office of Federal Contract Compliance Programs, the Consumer Financial Protection Bureau, the Federal Reserve Bank of Richmond, the Federal Reserve System, the Federal Deposit Insurance Corporation, the U.S. Securities and Exchange Commission or the Financial Industry Regulatory Agency or any other self-regulatory organization. Government Agencies have the authority to carry out their statutory duties by investigating charges, complaints and claims, issuing a determination, filing a lawsuit or taking any other action authorized by applicable law. Dunston retains the right to participate in any such action and to communicate with any of the Government Agencies. However, by executing this Agreement, he waives the right to recover any damages, remedies or other relief for himself personally in any proceeding before such Administrative Agencies or in any proceeding brought by such Administrative Agencies on his behalf, except any benefit or remedy pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
7.    Age Discrimination Release Notification. This Agreement includes a waiver and release of all charges and claims under the federal Age Discrimination in Employment Act (“ADEA”). Therefore, pursuant to the requirements of 29 U.S.C. § 626(f), Dunston acknowledges that he has been advised:
(i)
that this waiver and release includes settlement of any allegation of age discrimination under the ADEA;
(ii)
that this waiver and release includes all claims under the ADEA arising up to and including the date of execution of this release;
(iii)
to consult with an attorney and/or other advisor of his choosing concerning his rights and obligations under this release;
(iv)
to fully consider this release before executing it;
(v)
that he has a period of twenty-one (21) days from receipt of this Agreement to consider this Agreement before executing it; and
(vi)
that this release shall become effective and enforceable seven (7) days following execution of this Agreement by Dunston, during which seven (7)

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day period Dunston may revoke his acceptance of this Agreement by delivering written notice to Vance Tang at vancetang@mac.com.
8.    Affirmations.
(i)
Dunston represents, warrants and affirms that he has not filed, caused to be filed and is not presently a party to any claim, complaint or action against AWC in any forum or form (except as otherwise identified in the recitals), nor does Dunston have any knowledge or reason to believe that anyone else has filed such a charge or complaint on his behalf, including the types of claims set forth above, and also including any claims under the Fair Labor Standards Act (“FLSA”), or any similar state or local laws, nor does Dunston have any unasserted claims pursuant to a qualified employee retirement or other benefit plan. Dunston promises never to file a lawsuit asserting any claims that are released in Paragraph 5. In the event Dunston breaches this Paragraph 7(i), Dunston shall pay to AWC all of its expenses incurred as a result of such breach, including but not limited to reasonable attorneys’ fees and expenses. Notwithstanding the foregoing, the Parties acknowledge and agree that this Paragraph shall not be construed to prohibit the exercise of any rights by Dunston that Dunston may not waive or forego as a matter of law.
(ii)
Dunston further represents, warrants and affirms that he has been fully and properly paid for all hours he has worked for AWC and/or has received all compensation, wages, backpay, bonuses and/or benefits to which he may be entitled under all applicable state, local and federal laws and that no other compensation, wages, bonuses, commissions and/or benefits are due to him, except as provided in this Agreement. Dunston also affirms that he is not aware of any work-related injuries for which he does not already have a pending claim for workers’ compensation benefits.
9.    No Admission. It is understood and agreed that AWC has admitted no liability for the payments provided herein and that AWC is entering this Agreement only to avoid the expense and inconvenience of further disputes. This Agreement and the payment and performances provided hereunder are made and assumed for purposes of compromise and are not, and shall not be, construed to be an admission of liability, an admission of the truth of any fact, or a declaration against interest on the part of the Parties.
10.    No Future Employment. The Parties agree that, due to irreconcilable differences, Dunston shall have no right to future employment with AWC or any of its affiliates, and will not apply for employment or otherwise seek engagement or contact with AWC or any of its affiliates in the future.
11.    Confidentiality of Agreement. Except as expressly provided herein, Dunston understands and agrees that the terms of this Agreement are strictly confidential. If asked, he may state that his employment situation with AWC has been “resolved,” but shall not further characterize

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the terms of the resolution or the settlement amount except to say that the resolution was to the “mutual satisfaction of the Parties” or “was satisfactory to both sides.”
Dunston agrees not to disclose the terms of this Agreement to any person other than his attorney, accountant, income tax preparer and spouse, except pursuant to written authorization by all unless required by law. To the extent that Dunston discloses such information to an attorney, accountant, income tax preparer, or his spouse, he agrees to require, and warrant that they shall maintain this confidentiality and agree that they will be responsible for any further disclosure of such information.
AWC may disclose this Agreement as required by law.
12.    Neutral Reference. If asked, AWC will provide a neutral reference/employment verification to any prospective employer, which shall be limited to Dunston’s job title, final rate of pay, and dates of hire and separation (without characterization of separation reason).
13.    Non-Disparagement. Dunston agrees to refrain from making, causing to be made, publishing, ratifying or endorsing to any third party any disparaging remarks, or derogatory statements with respect to AWC or its employees, officers, agents, or representatives.
14.    Non-Compete and Non-solicitation. Dunston agrees that for a period of twelve (12) months following his Separation Date he will not, directly or indirectly, manage, operate or control, or be employed by in a senior management role, or act as a consultant to, any business which competes with the business of AWC. In recognition of the geographic scope of AWC’s operations, this restriction will extend throughout the United States. Dunston further agrees that for a period of twelve (12) months following his Separation Date he will not, directly or indirectly, solicit or induce any AWC employee to leave AWC’s employment or to hire or attempt to hire any person who is employed by AWC on the Separation Date. Dunston further agrees during this period that he will not, directly or indirectly, solicit or disrupt, or attempt to solicit or disrupt, any contractual relationships between AWC and any of its customers, vendors or suppliers. If Dunston breaches this provision while he is still receiving severance pay pursuant to this Agreement, his severance pay will cease immediately, and he agrees to repay any sums paid up to the date of the breach. If AWC sues for breach of this provision and is the prevailing party in such suit, it will be entitled to reasonable attorneys’ fees and costs.
15.    Notices and Press Release. Dunston understands and agrees that AWC may file the attached form 8-K with the Securities and Exchange Commission (exhibit 1) and issue the attached press release (exhibit 2). Dunston agrees that his release in paragraph 6 extinguishes any claims or causes of action he might bring in connection with these documents or their content, or the publication or republication of these documents or their content.
16.    Severability and Consequences of Invalid Terms. Should any portion or provision of this Agreement be found void or unenforceable for any reason by a court of competent jurisdiction, such portion or provision shall be modified to the extent possible to effectuate the Parties’ intent. If such portion or provision cannot be so modified to be enforceable, the unenforceable portion shall be deemed severed from the remaining portions and provisions of this Agreement, which shall

5




otherwise remain in full force and effect. If any portion or provision of this Agreement is found to be void or unenforceable for any reason in regard to any one or more persons, entities or subject matters, such portion or provision shall remain in full force and effect with respect to all other persons, entities and subject matters.
17.     Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.
18.    Understanding and Authority. The Parties understand and agree that all terms of this Agreement are contractual and are not a mere recital, and represent and warrant that they are competent to covenant and agree as herein provided. The Parties represent and warrant that in negotiating and executing this Agreement, they have had adequate time and opportunity to consult with competent legal counsel of their choosing concerning the meaning and effect of each term and provision hereof, that they are entering into this Agreement of their own free will, and that there are no representations, promises or agreements between the Parties other than those referenced or expressly set forth in writing herein. The Parties have carefully read this Agreement in its entirety, fully understand and agree to its terms and provisions, and intend and agree that it be final and binding.
19.     Entire Agreement. The Parties acknowledge this Agreement constitutes the entire agreement of the Parties as to the matters set forth herein. Furthermore, the Parties acknowledge that, in executing this Agreement, they do not rely and have not relied upon any representation or statement not set forth herein with regard to this subject matter, basis or effect of this Agreement.
20.     Execution by the Parties; Further Assurances. This Agreement may be executed by the Parties in one or more counterparts, and may be executed on copies, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Each of the Parties shall execute any and all further documents and perform any and all further actions reasonably necessary to carry out the provisions of this Agreement.
21.     Modification. The Parties agree that the provisions of this Agreement may not be modified by any subsequent agreement unless the modifying agreement is in writing and signed by all parties affected.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed this Agreement on the dates shown below, the latter of which shall be the Effective Date of this Agreement.


[Signature Page To Follow]


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Date: July 11, 2020                /s/ S. Cary Dunston
CARY DUNSTON



Date: 07/13/2020                /s/ Vance W. Tang
AMERICAN WOODMARK CORPORATION

By:    Vance W. Tang

Title:    Director

7

Exhibit


EXHIBIT 10.2
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is made between Perry Campbell (“Campbell”) and American Woodmark Corporation (“AWC”). Campbell and AWC may collectively be referred to herein as the “Parties.”

WHEREAS, Campbell is an employee of AWC;
WHEREAS, AWC has determined that it has “cause” under Campbell’s employment agreement to terminate Campbell’s employment due to violations of the Company’s Code of Business Conduct and Ethics which adversely effect AWC. Campbell disputes this.
WHEREAS, Campbell and AWC have resolved their dispute and entered into this Agreement pursuant to which Campbell will be terminated for cause effective July 9, 2020 (the “Separation Date”);
WHEREAS, AWC has agreed to provide certain severance payments to Campbell, as described below, in consideration for a release of any and all claims Campbell has or may have against AWC arising out of any matter or event occurring at any time prior to the Effective Date of this Agreement (as defined herein), including, but not limited to, any claims against AWC arising out of or relating to the termination of Campbell’s employment with AWC; and
THEREFORE, in exchange for the good and valuable consideration set forth herein, the Parties hereby agree as follows:
1.Termination. Campbell will be terminated for cause effective July 9, 2020. He will be paid through this date and will also receive his accrued but unused vacation. Campbell agrees to return all AWC property in his possession on or before July 16, 2020.
2.    Severance Payment by AWC. In exchange for the promises made by Campbell in this Agreement, AWC will pay Campbell severance pay at his regular base pay (before it was reduced because of the COVID-19 pandemic) for nine (9) months pursuant to its regular payroll cycle, beginning with the next scheduled payroll cycle, provided Campbell signs and does not revoke this Agreement as provided in Paragraph 6 below. AWC will issue a W-2 to Campbell for all severance money paid to him pursuant to this Agreement. Campbell acknowledges and agrees that the payments described in this paragraph are compensation to which Campbell would not otherwise be entitled except under the terms of this Agreement.
3.    No Other Payments. Campbell understands and agrees that as part of this settlement AWC shall neither make nor cause to be made any other payments to Campbell, his beneficiaries or dependents or otherwise on Campbell’s behalf, except for his bonus for fiscal year 2020 which was deferred because of the COVID-19 pandemic. That sum will be paid to him promptly.
4.    Taxes. Campbell understands and agrees that he has received no advice from AWC regarding taxation or tax liability, if any, with respect to the payments contemplated in this

1




Agreement, that the severance payments provided above may be taxable, in whole or in part, and that AWC will report to the IRS and other taxing authorities the payment of such amounts, as required by law, and as set forth in Paragraphs 1 and 2 above. To the extent any taxes may be due by Campbell on the payments provided in this Agreement, Campbell agrees to pay such taxes and to indemnify and hold AWC and its agents and affiliates harmless for any tax payments owed by him, as well as interest, penalties, levies or assessments resulting from any failure by Campbell to pay such taxes, interest, penalties, levies or assessments.
5.    General Release and Promise Not to Sue by Campbell. To the maximum extent permitted by law, Campbell agrees for himself and his heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to release, discharge and promise not to sue AWC, its past, present or future affiliated entities, trustees, board members, officers, employees, attorneys, insurers, and other agents or representatives, and any employee benefit plans in which Campbell is or has been a participant by virtue of employment with AWC (collectively, the “AWC Releasees”), from or for any and all claims, debts, demands, accounts, judgments, rights, causes of action, claims for equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of any kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, asserted or unasserted, known or unknown, suspected or unsuspected, which Campbell has against such entities or persons as of the execution of this Agreement, including, but not limited to, any and all claims arising out of Campbell’s employment with AWC or the termination of his employment, including, but not limited to claims of discrimination, retaliation, breach of express or implied contract, fraud, misrepresentation, defamation or liability in tort, claims related to restricted stock units, claims under the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, the Age Discrimination in Employment Act, as amended, the Equal Pay Act, as amended, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act, except to the extent provided below, the Worker Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the Family and Medical Leave Act, Sections 1981 and 1983 of Title 42 of the United States Code, the Virginia Human Rights Act and similar state or local statutes, ordinances and regulations. It is agreed that this is a general release and it is to be broadly construed as a release of all claims.
Campbell is not waiving any rights he may have to: (i) his own vested accrued employee benefits under AWC’s health, welfare or retirement benefits plans as of the date of execution of this Agreement; (ii) benefits or rights to seek benefits under applicable workers’ compensation or unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; (iv) enforce this Agreement; or (v) challenge the validity of this Agreement.

Nothing in this Agreement prohibits or restricts Campbell from filing a charge, complaint or claim with; providing any information or testimony to; communicating with; or participating in any inquiry, investigation or proceeding by any Government Agencies regarding any allegations of any possible violation of any federal, state or local law, rule or regulation. This Agreement also does not prohibit or restrict Campbell from making any other disclosures protected under any whistleblower provisions. “Government Agencies” means any federal, state or local government agency or authority, including, but not limited to, the Department of Labor, the Department of

2




Justice, Congress, any agency Inspector General, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Office of Federal Contract Compliance Programs, the Consumer Financial Protection Bureau, the Federal Reserve Bank of Richmond, the Federal Reserve System, the Federal Deposit Insurance Corporation, the U.S. Securities and Exchange Commission or the Financial Industry Regulatory Agency or any other self-regulatory organization. Government Agencies have the authority to carry out their statutory duties by investigating charges, complaints and claims, issuing a determination, filing a lawsuit or taking any other action authorized by applicable law. Campbell retains the right to participate in any such action and to communicate with any of the Government Agencies. However, by executing this Agreement, he waives the right to recover any damages, remedies or other relief for himself personally in any proceeding before such Administrative Agencies or in any proceeding brought by such Administrative Agencies on his behalf, except any benefit or remedy pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
6.    Age Discrimination Release Notification. This Agreement includes a waiver and release of all charges and claims under the federal Age Discrimination in Employment Act (“ADEA”). Therefore, pursuant to the requirements of 29 U.S.C. § 626(f), Campbell acknowledges that he has been advised:
(i)
that this waiver and release includes settlement of any allegation of age discrimination under the ADEA;
(ii)
that this waiver and release includes all claims under the ADEA arising up to and including the date of execution of this release;
(iii)
to consult with an attorney and/or other advisor of his choosing concerning his rights and obligations under this release;
(iv)
to fully consider this release before executing it;
(v)
that he has a period of twenty-one (21) days from receipt of this Agreement to consider this Agreement before executing it; and
(vi)
that this release shall become effective and enforceable seven (7) days following execution of this Agreement by Campbell, during which seven (7) day period Campbell may revoke his acceptance of this Agreement by delivering written notice to Vance Tang at vancetang@mac.com.
7.    Affirmations.
(i)
Campbell represents, warrants and affirms that he has not filed, caused to be filed and is not presently a party to any claim, complaint or action against AWC in any forum or form (except as otherwise identified in the recitals), nor does Campbell have any knowledge or reason to believe that anyone else has filed such a charge or complaint on his behalf, including the types of claims set forth above, and also including any claims under the Fair Labor

3




Standards Act (“FLSA”), or any similar state or local laws, nor does Campbell have any unasserted claims pursuant to a qualified employee retirement or other benefit plan. Campbell promises never to file a lawsuit asserting any claims that are released in Paragraph 5. In the event Campbell breaches this Paragraph 7(i), Campbell shall pay to AWC all of its expenses incurred as a result of such breach, including but not limited to reasonable attorneys’ fees and expenses. Notwithstanding the foregoing, the Parties acknowledge and agree that this Paragraph shall not be construed to prohibit the exercise of any rights by Campbell that Campbell may not waive or forego as a matter of law.
(ii)
Campbell further represents, warrants and affirms that he has been fully and properly paid for all hours he has worked for AWC and/or has received all compensation, wages, backpay, bonuses and/or benefits to which he may be entitled under all applicable state, local and federal laws and that no other compensation, wages, bonuses, commissions and/or benefits are due to him, except as provided in this Agreement. Campbell also affirms that he is not aware of any work-related injuries for which he does not already have a pending claim for workers’ compensation benefits.
8.    No Admission. It is understood and agreed that AWC has admitted no liability for the payments provided herein and that AWC is entering this Agreement only to avoid the expense and inconvenience of further disputes. This Agreement and the payment and performances provided hereunder are made and assumed for purposes of compromise and are not, and shall not be, construed to be an admission of liability, an admission of the truth of any fact, or a declaration against interest on the part of the Parties.
9.    No Future Employment. The Parties agree that, due to irreconcilable differences, Campbell shall have no right to future employment with AWC or any of its affiliates, and will not apply for employment or otherwise seek engagement or contact with AWC or any of its affiliates in the future.
10.    Confidentiality of Agreement. Except as expressly provided herein, Campbell understands and agrees that the terms of this Agreement are strictly confidential. If asked, he may state that his employment situation with AWC has been “resolved,” but shall not further characterize the terms of the resolution or the settlement amount except to say that the resolution was to the “mutual satisfaction of the Parties” or “was satisfactory to both sides.”
Campbell agrees not to disclose the terms of this Agreement to any person other than his attorney, accountant, income tax preparer and spouse, except pursuant to written authorization by all unless required by law. To the extent that Campbell discloses such information to an attorney, accountant, income tax preparer, or his spouse, he agrees to require, and warrant that they shall maintain this confidentiality and agree that they will be responsible for any further disclosure of such information.

4




AWC may disclose this Agreement as required by law, and as further described in this Agreement under Section 14.
11.    Neutral Reference. If asked, AWC will provide a neutral reference/employment verification to any prospective employer, which shall be limited to Campbell’s job title, final rate of pay, and dates of hire and separation (without characterization of separation reason).
12.    Non-Disparagement. Campbell agrees to refrain from making, causing to be made, publishing, ratifying or endorsing to any third party any disparaging remarks, or derogatory statements with respect to AWC or its employees, officers, agents, or representatives. AWC will instruct its executive officers not to make any public statements inconsistent with the Company’s form 8-K and press release described in Section 14 with regards to Campbell’s termination and separation from AWC.
13.    Non-Compete and Non-solicitation. Campbell agrees that for a period of twelve (12) months following his Separation Date he will not, directly or indirectly, manage, operate or control, or be employed by in a senior management role over sales, operations or marketing, or a consultant to on sales, operations or marketing, any business which competes with the business of AWC. In recognition of the geographic scope of AWC’s operations, this restriction will extend throughout the United States. Campbell further agrees that for a period of twelve (12) months following his Separation Date he will not, directly or indirectly, solicit or induce any AWC employee to leave AWC’s employment or to hire or attempt to hire any person who is employed by AWC on the Separation Date. Campbell further agrees during this period that he will not, directly or indirectly, solicit or disrupt, or attempt to solicit or disrupt, any contractual relationships between AWC and any of its customers, vendors or suppliers. If Campbell breaches this provision while he is still receiving severance pay pursuant to this Agreement, his severance pay will cease immediately, and he agrees to repay any sums paid up to the date of the breach. If AWC sues for breach of this provision and is the prevailing party in such suit, it will be entitled to reasonable attorneys’ fees and costs.
14.    Notices and Press Release. Campbell understands and agrees that AWC may file the attached form 8-K with the Securities and Exchange Commission (exhibit 1) and issue the attached press release (exhibit 2). Campbell agrees that his release in paragraph 5 extinguishes any claims or causes of action he might bring in connection with these documents or their content, or the publication or republication of these documents or their content. Campbell also agrees and acknowledges that we will be filing a copy of this Agreement with the SEC pursuant to the securities laws, and may be required by the securities laws to make further disclosure of the Agreement and its contents, including in proxy statements disclosing executive compensation matters, and agrees to such disclosures.
15.    Severability and Consequences of Invalid Terms. Should any portion or provision of this Agreement be found void or unenforceable for any reason by a court of competent jurisdiction, such portion or provision shall be modified to the extent possible to effectuate the Parties’ intent. If such portion or provision cannot be so modified to be enforceable, the unenforceable portion shall be deemed severed from the remaining portions and provisions of this Agreement, which shall otherwise remain in full force and effect. If any portion or provision of this Agreement is found to

5




be void or unenforceable for any reason in regard to any one or more persons, entities or subject matters, such portion or provision shall remain in full force and effect with respect to all other persons, entities and subject matters.
16.     Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.
17.    Understanding and Authority. The Parties understand and agree that all terms of this Agreement are contractual and are not a mere recital, and represent and warrant that they are competent to covenant and agree as herein provided. The Parties represent and warrant that in negotiating and executing this Agreement, they have had adequate time and opportunity to consult with competent legal counsel of their choosing concerning the meaning and effect of each term and provision hereof, that they are entering into this Agreement of their own free will, and that there are no representations, promises or agreements between the Parties other than those referenced or expressly set forth in writing herein. The Parties have carefully read this Agreement in its entirety, fully understand and agree to its terms and provisions, and intend and agree that it be final and binding.
18.     Entire Agreement. The Parties acknowledge this Agreement constitutes the entire agreement of the Parties as to the matters set forth herein. Furthermore, the Parties acknowledge that, in executing this Agreement, they do not rely and have not relied upon any representation or statement not set forth herein with regard to this subject matter, basis or effect of this Agreement.
19.     Execution by the Parties; Further Assurances. This Agreement may be executed by the Parties in one or more counterparts, and may be executed on copies, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Each of the Parties shall execute any and all further documents and perform any and all further actions reasonably necessary to carry out the provisions of this Agreement.
20.     Modification. The Parties agree that the provisions of this Agreement may not be modified by any subsequent agreement unless the modifying agreement is in writing and signed by all parties affected.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed this Agreement on the dates shown below, the latter of which shall be the Effective Date of this Agreement.


[Signature Page To Follow]


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Date: 07/12/20                /s/ R. Perry Campbell
PERRY CAMPBELL


Date: 07/13/2020                /s/ Vance W. Tang
AMERICAN WOODMARK CORPORATION

By:    Vance W. Tang

Title:    Director

7

Exhibit


Exhibit 99.1
 
 
P. O. Box 1980
 
Winchester, VA 22604-8090
 

 



Contact:
Kevin Dunnigan
Treasury Director
540-665-9100




AMERICAN WOODMARK ANNOUNCES LEADERSHIP TRANSITION
CFO Scott Culbreth named CEO; former CEO Cary Dunston retires; Paul Joachimczyk named CFO; Vance Tang elected Chairman; SVP of Sales Perry Campbell separates


WINCHESTER, Va., July 14, 2020 - American Woodmark Corporation (NASDAQ: AMWD), a leading supplier of cabinetry to the new construction and remodeling industries, today announced M. Scott Culbreth as President and Chief Executive Officer of the company.

Culbreth, who had been American Woodmark’s Senior Vice President and Chief Financial Officer, succeeds S. Cary Dunston, who has retired and resigned from the board. Paul Joachimczyk, Vice President of Financial Planning and Analysis, replaces Culbreth as Vice President and CFO. Vance W. Tang, former Lead Independent Director, has been elected non-executive Chairman of the Board of Directors.

The moves come after an internal investigation found that R. Perry Campbell, Senior Vice President, Sales and Commercial Operations, had exhibited behavior that violated the company’s policies and values. Campbell has been separated from his position. His separation was not related to American Woodmark’s operational or financial performance.

“I have been privileged to be a part of the American Woodmark family for 14 years, the last five as CEO, and it has been one of the most rewarding experiences of my life,” said Dunston. “I’m incredibly proud of our accomplishments, but recent developments in both my personal and professional life have prompted me to think about the future; about the next generation of leadership to take the helm of this amazing company. Having worked with Scott for several years, I am confident that he is the right person to take the organization forward, and I will be available to support him.”

“On behalf of the board of directors, Cary has our immense gratitude for his years of outstanding service to the company, and we wish him well with his new chapter,” said Tang, who joined the Board in 2009 and formerly served as President/CEO of KONE, Inc. and currently serves on the Board of Comfort Systems USA, Inc. “As we make this transition, Scott’s exceptional performance as our CFO over the past six years gives us confidence that he is prepared and equipped to lead our organization forward. I look forward to working with Scott, and will do my best to fulfill the confidence the board has placed in me in this new role.”

Prior to joining American Woodmark, Culbreth served as CFO for Piedmont Hardware Brands. He has also worked for Shell Oil Company, Robert Bosch Corporation and Newell Brands in a wide range of financial roles with increasing responsibility. Culbreth received a bachelor’s degree in finance from Virginia Tech and an MBA from Washington University in St. Louis.

“I am both honored and humbled by the confidence of the board to choose me as the next leader of American Woodmark,” said Culbreth. “Our company has a strong corporate culture and talented and dedicated employees. We will continue to execute the strategy that the board, Cary and the leadership team developed, which I believe will drive continued growth and opportunity for the company. I am also pleased that Paul Joachimczyk will become our new CFO. He is well-prepared to lead our financial organization.”

Before joining American Woodmark, Joachimczyk served as Vice President of Finance and Corporate Controller at TopBuild Corporation. He has held a number of financial leadership positions with Stanley Black & Decker and General Electric, and he



AMWD Announces Leadership Change
Page 2
July 14, 2020



started his career with Ernst and Young, LLP. He graduated from the University of Wisconsin, Milwaukee with a Bachelor of Business Administration and is a certified public accountant.

About American Woodmark
American Woodmark Corporation manufactures and distributes kitchen, bath and home organization products for the remodeling and new home construction markets.  Its products are sold on a national basis directly to home centers, builders and through a network of independent dealers and distributors.  At April 30, 2020, the Company operated eighteen manufacturing facilities in the United States and Mexico and nine primary service centers located throughout the United States.

Safe harbor statement under the Private Securities Litigation Reform Act of 1995: All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors that may be beyond the Company's control. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, those described in the Company's filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K. The Company does not undertake to publicly update or revise its forward looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.


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v3.20.2
Cover Page
3 Months Ended
Jul. 09, 2020
Jul. 31, 2020
Cover [Abstract]    
Entity Registrant Name American Woodmark Corporation  
Entity Central Index Key 0000794619  
Current Fiscal Year End Date   --04-30
Entity Address, Address Line One 561 Shady Elm Road,  
Entity Incorporation, State or Country Code VA  
Document Type 8-K  
Document Period End Date Jul. 09, 2020  
City Area Code 540  
Local Phone Number 665-9100  
Entity File Number 000-14798  
Entity Tax Identification Number 54-1138147  
Entity Address, City or Town Winchester,  
Entity Address, State or Province VA  
Entity Address, Postal Zip Code 22602  
Written Communications false  
Soliciting Material false  
Pre-commencement Tender Offer false  
Pre-commencement Issuer Tender Offer false  
Entity Emerging Growth Company false  
Amendment Flag false