Form 8-K
8-K — AMERICAN WOODMARK CORP
Accession: 0001193125-26-243155
Filed: 2026-05-28
Period: 2026-05-28
CIK: 0000794619
SIC: 2430 (MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS)
Item: Termination of a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Material Modifications to Rights of Security Holders
Item: Changes in Control of Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d50625d8k.htm (Primary)
EX-3.1 (d50625dex31.htm)
EX-3.2 (d50625dex32.htm)
EX-99.1 (d50625dex991.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d50625d8k.htm · Sequence: 1
8-K
AMERICAN WOODMARK CORP false 0000794619 --04-30 0000794619 2026-05-28 2026-05-28 0000794619 stpr:VA 2026-05-28 2026-05-28
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): May 28, 2026
American Woodmark Corporation
(Exact name of Registrant as Specified in Its Charter)
Virginia
000-14798
54-1138147
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
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
(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:
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Introductory Note
This Current Report on Form 8-K is being filed in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 5, 2025 (the “Merger Agreement”), by and among MasterBrand, Inc., a Delaware corporation (“MasterBrand”), Maple Merger Sub, Inc., a Virginia corporation and wholly-owned subsidiary of MasterBrand (“Merger Sub”), and American Woodmark Corporation, a Virginia corporation (“American Woodmark”).
Effective as of May 28, 2026 (the “Closing Date”), American Woodmark completed its previously announced transaction with MasterBrand (the “Closing”). Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into American Woodmark (the “Merger”) at the effective time of the Merger (the “Effective Time”), with American Woodmark continuing as the surviving entity.
Merger Consideration
Pursuant to the Merger Agreement, at the Effective Time, each share of American Woodmark common stock outstanding was converted into the right to receive 5.150 shares of MasterBrand common stock (such ratio, the “Exchange Ratio”), plus cash in lieu of any fractional shares.
Treatment of American Woodmark Equity Awards
Pursuant to the Merger Agreement, as of the Effective Time, (i) each American Woodmark restricted stock unit (each, an “American Woodmark RSU”) that was outstanding immediately prior to the Effective Time was, depending on the terms of the applicable award, either (1) converted into a MasterBrand restricted stock unit with respect to a corresponding number of shares of MasterBrand common stock based on the Exchange Ratio (with any fractional shares rounded down to the nearest whole share) or (2) converted into the right to receive a number of shares of MasterBrand common stock equal to the number of shares of American Woodmark common stock subject to the American Woodmark RSU immediately prior to the Effective Time multiplied by the Exchange Ratio (with a cash payment in respect of any fractional shares in accordance with the Merger Agreement), less any applicable tax withholding, (ii) except as described below, each American Woodmark performance stock unit (each, an “American Woodmark PSU”) that was outstanding immediately prior to the Effective Time was converted into a MasterBrand restricted stock unit with respect to a corresponding number of shares of MasterBrand common stock (determined based upon actual or superior performance levels, as applicable) based on the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, and (iii) each American Woodmark cash-settled restricted stock tracking unit outstanding immediately prior to the Effective Time was assumed and converted into a MasterBrand cash-settled restricted stock tracking unit relating to a corresponding number of shares of MasterBrand common stock (with any performance-based vesting conditions determined based upon superior performance levels) based on the Exchange Ratio (with any fractional shares rounded down to the nearest whole share). Each option to purchase shares of American Woodmark common stock and American Woodmark PSUs granted to American Woodmark executive officers on September 5, 2023, were determined (based on the achievement of actual performance through the Effective Time) not to have been earned and, as a result, were automatically cancelled without any payment or other consideration at the Effective Time.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Merger Agreement, which was filed as Exhibit 2.1 to American Woodmark’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2025 and is incorporated herein by reference.
The total number of shares of MasterBrand common stock issuable as consideration with respect to the Merger (including with respect to the converted American Woodmark RSUs as described above) is approximately 77,031,379 million shares. The shares of MasterBrand common stock to be issued in connection with the Merger were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-290071) filed by MasterBrand with the SEC on September 5, 2025, as amended on September 23, 2025, and declared effective by the SEC on September 25, 2025.
Item 1.02
Termination of a Material Definitive Agreement.
In connection with the Closing and effective as of the Closing Date, American Woodmark terminated all outstanding obligations under the Second Amended and Restated Credit Agreement, dated as of October 10, 2024, by and among American Woodmark, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.
Item 2.01
Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Pursuant to the Merger Agreement, American Woodmark notified the Nasdaq Stock Market LLC (“Nasdaq”) of the Closing and requested that Nasdaq suspend trading of American Woodmark common stock and withdraw American Woodmark common stock from listing on Nasdaq. Upon American Woodmark’s request, Nasdaq will file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of American Woodmark common stock and the deregistration of American Woodmark common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, American Woodmark common stock will no longer be listed on Nasdaq, effective May 29, 2026.
In addition, following the effectiveness of the Form 25, American Woodmark intends to file with the SEC a certification and notice on Form 15 under the Exchange Act requesting the deregistration of the American Woodmark common stock under Section 12(g) of the Exchange Act and the suspension of American Woodmark’s reporting obligations under Section 15(d) of the Exchange Act.
Item 3.03
Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01
Changes in Control of Registrant.
As a result of the completion of the Merger, at the Effective Time, American Woodmark became a wholly owned subsidiary of MasterBrand.
The information set forth under the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, effective as of the Effective Time, each member of American Woodmark’s board of directors and each officer of American Woodmark immediately prior to the Effective Time ceased his or her respective service as a director or officer of American Woodmark. Such cessations of service were not related to any disagreement with American Woodmark on any matter related to American Woodmark’s operations, policies or practices.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time, the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name. Copies of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of American Woodmark are filed as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated by reference into this Item 5.03.
Item 7.01
Regulation FD Disclosure.
On May 28, 2026, MasterBrand and American Woodmark issued a press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished on this Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Description
2.1
Agreement and Plan of Merger, dated as of August 5, 2025, by and among MasterBrand, Inc., Maple Merger Sub, Inc. and American Woodmark Corporation* (incorporated by reference to Exhibit 2.1 to American Woodmark’s Current Report on Form 8-K filed on August 6, 2025)
3.1
Amended and Restated Articles of Incorporation of American Woodmark Corporation
3.2
Amended and Restated Bylaws of American Woodmark Corporation
99.1
Joint Press Release, dated May 28, 2026
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
Certain schedules and exhibits to Exhibit 2.1 have been omitted as permitted by Item 601 of Regulation S-K
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 hereunto duly authorized.
AMERICAN WOODMARK CORPORATION
Date: May 28, 2026
By:
/s/ R. David Banyard, Jr.
Name:
R. David Banyard, Jr.
Title:
President & Chief Executive Officer
EX-3.1
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EX-3.1
Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN WOODMARK
CORPORATION
Article I. Name. The name of the corporation (the “Corporation”) is American
Woodmark Corporation.
Article II. Purpose. The purpose for which the Corporation is formed is to engage in
any lawful business. In addition, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs.
Article III. Authorized Stock. The aggregate number of shares that the Corporation shall have authority to issue,
and the par value per share, are as follows:
Class and Series
Number
of Shares
Par Value
Common Stock
5,000
$
0.01
The holders of the Common Stock shall have unlimited voting rights and shall be entitled to receive the net
assets of the Corporation upon dissolution. No holders of any class or series of stock shall have the preemptive right to acquire unissued shares of any class or series of stock of the Corporation.
Article IV. Elimination of Liability of Directors and Officers. In any proceeding brought by or in the right of the
Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of
conduct, whether prior or subsequent to the effective date of this Article, except for liability resulting from his having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law, including
without limitation, any claim of unlawful insider trading or manipulation of the market for any security.
Article V.
Indemnification.
A. Definitions. For purposes of this Article the following definitions shall apply:
“Expenses” include counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in
asserting a claim for indemnification.
“Liability” means the obligation to pay a judgment, settlement, penalty, fine, or other such
obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan.
“Legal entity” means a
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
“Predecessor entity” means a legal entity the
existence of which ceased upon its acquisition by the Corporation in a merger or otherwise.
“Proceeding” means any threatened, pending, or
completed action, suit, proceeding or appea1 whether civil, criminal, administrative or investigative and whether formal or informal.
B. Indemnification of Directors and Officers. The Corporation shall indemnify an
individual who is, was or is threatened to be made a part to any proceeding (including a proceeding by or in the right of the Corporation) because he is or was a director or officer of the Corporation or because, while a director or officer of the
Corporation, he is or was serving the Corporation or any other legal entity in any capacity at the request of the Corporation against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses incurred
because of his willful misconduct or knowing violation of the criminal law. Service as a director or officer of a subsidiary of the Corporation shall be deemed service at the request of the Corporation. The determination that indemnification under
this Paragraph B is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made as provided by law; provided, however, that if a majority of the directors of the Corporation has changed after the date of the
alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless
a determination has been made that indemnification is not permissible, the Corporation shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from him to repay the same if
it is ultimately determined that he is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to his ability to make repayment. The
termination of proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a director or officer acted in such a manner as to make him ineligible for
indemnification. The Corporation is authorized to contract in advance to indemnify any of its directors or officers to the same extent as provided in this Paragraph B.
C. Indemnification of Others. The Corporation may, to a lesser extent or to the same extent that the Corporation is required under
Paragraph B to provide indemnification and make advances and reimbursements for expenses to its directors and officers, provide indemnification and make advances and reimbursements for expenses to its employees and agents, to the directors,
officers, employees and agents of its subsidiaries and predecessor entities, and to any person serving any other legal entity in any capacity at the request of the Corporation, and, if authorized by general or specific action of the Board of
Directors, may contract in advance to do so. The determination that indemnification under this Paragraph C is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be
made as authorized from time to time by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person’s rights under Paragraph B
of this Article shall be limited by the provisions of this Paragraph C.
D. Miscellaneous. Every reference in this Article to
persons who are or may be entitled to indemnification shall include all persons who formerly occupied any of the positions referred to and their respective heirs, executors and administrators. Special legal counsel selected to make determinations
under this Article may be counsel for the Corporation. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract,
indemnification by legal entities other than the Corporation and indemnification under policies of insurance purchased and maintained by the Corporation or others. However, no person shall be entitled to indemnification by the Corporation to the
extent he is indemnified by another, including an insurer. The Corporation is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability
arising from their service to the Corporation or any other legal entity at the request of the Corporation regardless of the Corporation’s power to indemnify against or to eliminate such liability. If any provision of this Article or its
application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable.
E. Application. The provisions of this Article shall apply to indemnification and advances and reimbursements for expenses after the
date of this Article’s adoption, whether arising from conduct or events before or after such date. No amendment, modification or repeal of this Article shall diminish the rights provided hereunder with respect to any claim arising from conduct
or events before the date of such amendment, modification or repeal.
EX-3.2
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Exhibit 3.2
BYLAWS
OF
AMERICAN WOODMARK CORPORATION
ARTICLE I
SHAREHOLDERS
1.
Shareholders. The shareholders of American Woodmark Corporation (the “Corporation”) shall be those persons whose names appear on the books of the Corporation as holders of one or more shares of the capital stock,
and the original share transfer books of the Corporation shall be prima facie evidence as to who are the shareholders entitled to vote at any meeting of the shareholders.
2. Places of Meetings. All meetings of the shareholders shall be held at such place, either within or outside the
Commonwealth of Virginia, as may be fixed from time to time by the Board of Directors.
3. Annual Meetings. The
annual meeting of the shareholders for the election of Directors and transaction of such other business as may come before the meeting shall be held on the first day of October of each year or on such other date as may be designated from time to
time by the Board of Directors.
4. Special Meetings. Special meetings of the shareholders for any purpose or
purposes may be called at any time by the President or by a majority of the Directors, and shall be called by the President upon a written request stating the specific purpose or purposes of the meeting, by the holders of at least twenty-five
percent (25%) of the outstanding shares of capital stock of the Corporation entitled to vote at such meeting. At a special meeting, no business shall be transacted, and no corporate action shall be taken other than that stated in the notice of the
meeting.
5. Notice of Meetings. Except as otherwise required by law, written or printed notice stating the place,
day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten (10) nor more than sixty (60) days before the date of the
meeting to each shareholder of record, at his address as it appears on the Corporation’s records. Meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is
waived in writing by those not present, either before or after the meeting.
6. Quorum. Any number of shareholders
together holding at least a majority of the outstanding shares of each class of capital stock of the Corporation entitled to vote who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the
transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by any number of shareholders together holding at least a majority of the
shares of capital stock of the Corporation present or represented by proxy without notice other than by announcement at the meeting.
7. Voting. Except as otherwise provided in the Articles of
Incorporation, at any meeting of the shareholders, each shareholder of capital stock of the Corporation shall have one vote, in person or by proxy, for each share of stock standing in his name on the books of the Corporation at the time of such
meeting or on any date fixed by the Board of Directors not more than seventy (70) days prior to the meeting. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney-in-fact.
8. Action Without
Meeting. Any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting by written consent to the extent and in the manner authorized by the laws of the Commonwealth of Virginia and the
Articles of Incorporation of the Corporation.
ARTICLE II
DIRECTORS
1.
General Powers. The property, affairs and business of the Corporation shall be managed under the general supervision and direction of the Board of Directors and, except as otherwise expressly provided by law, the Articles of
Incorporation or these Bylaws, the powers of the Corporation shall be vested in such Board.
2. Number of Directors.
The number of Directors serving on the Board of Directors from time to time shall be in a range of a minimum of one (1) and a maximum of four (4) Directors. The initial number of Directors shall be three (3) as of the effective date
of these Bylaws, and thereafter may be changed from time to time within such range by the Board of Directors or the shareholders. The minimum and maximum numbers of such range may be changed only by the shareholders.
3. Election of Directors. Directors shall be elected at the annual meeting of shareholders to succeed those Directors
whose terms have expired and to fill any vacancies then existing. Directors shall hold their offices from their election until the next annual meeting of the shareholders and until their successors are elected and qualified. Any Director may be
removed from office at a meeting called expressly for that purpose as permitted by law or provided in the Articles of Incorporation. Any vacancy occurring in the Board of Directors may be filled as permitted by law or provided in the Articles of
Incorporation.
4. Quorum and Required Vote. At all meetings of the Board of Directors, a majority of the members of
the Board of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the Directors in attendance at a meeting of the Board of Directors at which a quorum is present shall be
necessary and sufficient to approve, authorize or otherwise consent to any action on the part of the Board of Directors.
5.
Meetings of Directors. Meetings of the Board of Directors shall be held at places within or outside the Commonwealth of Virginia and at times fixed by resolution of the Board of Directors, or upon call of the President, and the
Secretary or officer performing the Secretary’s duties shall give not less than twenty-four (24) hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Directors, provided that notice need not be given
of regular meetings held at times and places fixed by resolution of the Board of Directors. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders. Meetings may be
held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. Directors may be allowed, by resolution of the Board, a reasonable fee and expenses for
attendance at meetings.
2
6. Conference Telephone Meetings. Any one or more members of the Board
of Directors may participate in meetings of the Board of Directors by means of a conference telephone or similar communication equipment by which all may hear and be heard simultaneously, and participation by such means shall constitute attendance
at the meeting.
7. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board
of Directors may be taken without a meeting by written consent to the extent and in the manner authorized by the laws of the Commonwealth of Virginia and the Articles of Incorporation of the Corporation.
ARTICLE III
COMMITTEES
1.
Committees. The Board of Directors, by resolution duly adopted, may establish committees of the Board of Directors, including an executive committee, having limited authority in the management of the affairs of the Corporation
as the Board of Directors may deem advisable. The members, terms and authority of such committees shall be as set forth in the resolutions establishing such committees. The Board of Directors, by resolution duly adopted, may dissolve or reconstitute
any such committee at any time or from time to time, with or without cause.
2. Meetings. Regular and special
meetings of any committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these Bylaws for regular and special meetings of the Board of
Directors.
3. Quorum and Manner of Acting. A majority of the members of any committee serving at the time of any
meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members in attendance at a committee meeting at which a quorum is present shall constitute the act of the committee.
4. Term of Office. Members of a committee shall hold office until the expiration of any term specified by the Board of
Directors and until their successors are determined by the Board of Directors, or until such committee is dissolved or reconstituted by the Board of Directors.
5. Resignation and Removal. Any member of a committee may resign at any time by giving written notice of his intention to
do so to the Board of Directors or may be removed, with or without cause, at any time by the Board of Directors.
6.
Vacancies. Any vacancy occurring in a committee resulting from any cause whatsoever may be filled by the Board of Directors.
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ARTICLE IV
OFFICERS
1.
Election. The officers of the Corporation shall consist of a President, a Treasurer and a Secretary. In addition, a Chairman, one or more Vice Presidents and such other officers as are provided in Article 4.3 may be elected from
time to time by the Board of Directors. Each officer shall be elected by the Board of Directors at its annual meeting to serve until the next annual meeting of the Board of Directors and until his successor is duly elected and qualified, unless such
officer resigns or is removed as provided in these Bylaws. Any two officers may be combined in the same person as the Board of Directors may determine.
2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any
time by a resolution passed by the Board of Directors. Vacancies may be filled at any meeting of the Board of Directors.
3. Other
Officers. Other officers as determined by the Board of Directors may be elected from time to time by the Board of Directors, including one or more Assistant Secretaries, and one or more Assistant Treasurers.
4. Duties and Powers. Subject to overall supervision and direction by the Board of Directors, the officers of the
Corporation shall have such duties as are hereinafter provided and as shall be conferred from time to time by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the
Board of Directors may see fit, provided that the costs of such bond shall be paid by the Corporation.
5. President.
Subject to supervision and direction by the Board of Directors, the President shall have direct supervision over the business of the Corporation and its general officers. The President shall preside over meetings of the Board of Directors and
shareholders. The President may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments approved by the Board of Directors, except in cases where the signing and the execution
thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, the President shall perform all duties
as may be reasonably assigned to him or her from time to time by the Board of Directors.
6. Vice Presidents.
Subject to supervision and direction by the Board of Directors, the Vice President (if the Board of Directors so deems advisable and selects one or more, and if there is more than one, the Vice Presidents in the order designated, or, in the absence
of any designation, in the order of their election) shall assist the President in his general supervision over the business of the Corporation. In the absence of the President, the Vice President or Vice Presidents shall perform the duties and
exercise the powers of the President. In addition, the Vice President or Vice Presidents shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.
7. Secretary. The Secretary shall act as secretary of all meetings of shareholders and the Board of Directors and shall
keep the minutes thereof in the proper book or books to be provided for that purpose. The Secretary (i) shall see that all notices required to be given by the Corporation are duly given and served, (ii) shall have custody of the seal of
the Corporation and shall affix the seal or cause it to be affixed to all certificates for stock of the Corporation and to all
4
documents, the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with the provisions of these Bylaws, (iii) shall have custody of all
deeds, leases, contracts and other important corporate documents, (iv) shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and (v) shall see that the reports,
statements and other documents required by law (except tax returns) are properly filed. In addition, the Secretary shall perform all duties as are customarily incident to the office of the Secretary and such other duties as may be reasonably
assigned to him or her from time to time by the Board of Directors.
8. Treasurer. Subject to the supervision and
direction of the Board of Directors, the Treasurer shall be the chief financial officer of the Corporation, shall have charge of, and be responsible for, all funds, securities, receipts and disbursements of the Corporation, and shall deposit all
monies and securities of the Corporation in such banks and depositories as he or she determines to maintain accounts with from time to time. The Treasurer shall be responsible (i) for maintaining adequate financial accounts and records in
accordance with generally accepted accounting principles, (ii) for the preparation of appropriate operating budgets and financial statements, and (iii) for the preparation and filing of all tax certificates, deeds, mortgages, bonds,
contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed. In addition, the Treasurer shall perform all duties as are customarily incident to the office of the Treasurer and such other duties as may be reasonably assigned to him or her from time to time by the Board of
Directors or any financial committee established pursuant to Article 3.1 of these Bylaws.
9. Other Duties of
Officers. Subject to supervision and direction by the Board of Directors, any officer of the Corporation shall have, in addition to the duties prescribed herein or by law, such other duties as may be reasonably prescribed from time to
time by the Board of Directors.
ARTICLE V
CAPITAL STOCK
1.
Certificates. The shares of capital stock of the Corporation may be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required
by law. If any officer whose signature or facsimile thereof has been used on a share certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered to the Corporation, the Board of
Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.
2. Lost, Destroyed and Mutilated Certificates. Any holders of the shares of the Corporation’s capital stock shall
immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may, in its discretion, cause one or more new certificates for the same number of shares in the aggregate to be issued
to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, the execution of an indemnification agreement in such form as the Board of Directors may require, and/or the deposit of a
bond in such form and amount and with such surety as the Board of Directors may require.
5
3. Transfer of Shares. The outstanding shares of the
Corporation’s capital stock shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by
attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize the exclusive right of the person registered on its books as the owner of shares to receive dividends
and to vote as such owner.
4. Fixing Record Date. For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of the shareholders or any adjournment thereof, or entitled to receive payment for any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If
no record date is fixed for the determination of shareholders entitled to notice of or vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date immediately preceding the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Article 5.4, such determination shall apply to any adjournment thereof.
ARTICLE VI
MISCELLANEOUS PROVISIONS
1. Seal. The seal of the Corporation, if any, shall consist of a flat-face
circular die, of which there may be any number of counterparts, on which there shall be engraved the words “American Woodmark Corporation”.
2. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, or on such other date as
may be prescribed from time to time by the Board of Directors, and shall consist of such accounting periods as may be recommended by the Treasurer and approved by the Board of Directors.
3. Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes
of the proceedings of its shareholders and Board of Directors; and shall keep at its registered office or principal place of business or at the office of its transfer agent or registrar a complete record of its shareholders, giving the names and
addresses of all shareholders and the number of shares held.
4. Checks, Notes and Drafts. Checks, notes, drafts and
other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. However, when the Board of Directors so authorizes, the signature of any such person may be a facsimile.
6
5. Amendment of Bylaws. These Bylaws may be amended or restated in any
manner consistent with the Articles of Incorporation of the Corporation and applicable law by the Board of Directors, provided that no such amendment or restatement shall change (i) the quorum requirements of, or the manner of acting at, any
meeting of shareholders or the Board of Directors, (ii) the minimum and maximum numbers of Directors constituting the Board of Directors or the manner of election or removal of any Directors or officers, (iii) the manner of election or
removal of members of committees, or the manner of establishment, dissolution, or reconstitution of such committees, or (iv) the manner of enactment, alteration or repeal of any Bylaws. However, the shareholders shall have the power to enact,
amend or repeal any Bylaws which, if expressly so provided, may not be amended or repealed by the Board of Directors.
7
EX-99.1
EX-99.1
Filename: d50625dex991.htm · Sequence: 4
EX-99.1
Exhibit 99.1
MasterBrand and American Woodmark Successfully Complete Merger Transaction
Transaction Enhances the Industry’s Most Comprehensive Portfolio of Trusted Cabinet Brands and Products
BEACHWOOD, Ohio and WINCHESTER, Virginia. – May 28, 2026 – MasterBrand, Inc. (NYSE: MBC) (“MasterBrand”) and American Woodmark
Corporation (NASDAQ: AMWD) (“American Woodmark”), today announced the successful completion of their previously announced all-stock merger transaction. The combined company establishes the most
comprehensive portfolio of trusted cabinetry brands and products in North America, with expanded geographic reach, financial strength, and enhanced capabilities to better serve customers and consumers.
The combined company will have an expanded operational footprint, which is expected to deliver greater overall choice, superior service, and enhanced value to
customers and consumers across the full value chain. By uniting two organizations rooted in customer-oriented values and operational excellence, MasterBrand will build a stronger, more resilient enterprise well-positioned to advance innovation,
drive sustainable growth, and deliver value for all stakeholders. The combined company is expected to unlock approximately $90 million of annual run-rate cost synergies by the end of year three and be
accretive to adjusted diluted earnings per share in year two. These assumptions only reflect the operating environment as of the date of this press release, including the impact of those tariffs currently in effect, and do not reflect any future
tariff increases or potential impacts on company costs or market demand.
“Today marks a transformative milestone for MasterBrand,” said Dave
Banyard, President and Chief Executive Officer of MasterBrand. “The transaction brings together two industry leaders with complementary strengths, positioning us to deliver exceptional choice, quality, and service to our customers, while
creating enhanced long-term value for shareholders. Our immediate focus turns to integration – bringing together our people, operations, and capabilities in a way that accelerates value creation for all stakeholders. We are excited to unite
our talented teams as we embark on this next chapter of growth.”
Transaction Details
Under the terms of the previously announced merger agreement, American Woodmark shareholders received a fixed exchange ratio of 5.150 shares of MasterBrand
common stock for each share of American Woodmark common stock held immediately prior to the effective time of the merger. The pre-closing MasterBrand shares remain outstanding and currently represent
approximately 63% of the combined company’s shares outstanding. The combined company will operate under the name MasterBrand, Inc. and its shares will continue to trade on the New York Stock Exchange under the symbol “MBC”. As a
result of the completion of the merger, the common stock of American Woodmark will be delisted from the Nasdaq Stock Market.
As previously announced,
Mr. Banyard will remain as President and Chief Executive Officer of MasterBrand.
Three former American Woodmark directors, Andrew Cogan, Philip
Fracassa, and Daniel Hendrix joined MasterBrand’s Board of Directors as independent directors upon completion of the transaction. Mr. David Petratis will remain as Chairman of the Board of Directors of MasterBrand. Given that the closing
is occurring prior to MasterBrand’s Annual Meeting of Stockholders on June 4, 2026 (the “Annual Meeting”) and because Mr. Fracassa is being added to Class I of the MasterBrand Board of Directors, as previously
disclosed, Mr. Fracassa will be up for re-election with the other Class I directors at the Annual Meeting. Further information regarding the Annual Meeting and election of directors is available in
the proxy statement filed by MasterBrand with the Securities and Exchange Commission on April 22, 2026.
American Woodmark is now a wholly owned
subsidiary of MasterBrand, and the combined company will continue to operate under the MasterBrand name. MasterBrand is headquartered in Beachwood, Ohio and will maintain a presence in Winchester, Virginia.
Advisors
Rothschild & Co served as exclusive
financial advisor, Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel, and C Street Advisory Group served as strategic communications and investor relations advisor to MasterBrand. Jefferies LLC served as financial advisor,
and McGuireWoods LLP served as legal counsel to American Woodmark.
About MasterBrand
MasterBrand, Inc. (NYSE: MBC) is the largest manufacturer of residential cabinets in North America and offers a comprehensive portfolio of leading residential
cabinetry products for the kitchen, bathroom and other parts of the home. Delivered through our exceptional distribution network, MasterBrand products are available in a wide variety of designs, finishes and styles and span the most attractive
categories of the cabinets market: stock, semi-custom and premium cabinetry. Additional information can be found at www.masterbrand.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release, other than purely historical information, including, but not limited to, statements as to expected cost
synergies and other expected benefits, effects or outcomes relating to the recently completed transaction, including financial estimates and projections, MasterBrand’s business plans, objectives and expected operating results, and the
assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by or that otherwise include the word
“believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions
or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts. Where, in any forward-looking
statement, an expectation or belief is expressed as to future results or events, such expectation or belief is based on the current plans and expectations of the management of MasterBrand, as applicable. Although MasterBrand believes that these
statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated or implied in such statements. These factors
include potential litigation relating to the transaction; the effect of the transaction on the ability of MasterBrand to retain customers, maintain relationships with suppliers and hire and retain key personnel; the effect of the transaction on
MasterBrand’s stock price; disruptions in the ordinary course of business resulting from the transaction; the continued availability of capital and financing and any rating agency actions related to the transaction or otherwise; the diversion
of the attention and time of management from ordinary course of business operations to the transaction and transaction-related issues; the impact of transaction and/or integration costs and any increases in such costs; the existence of unknown
liabilities; the ability of MasterBrand to successfully integrate American Woodmark into its business and operations; and the risk that any anticipated economic benefits resulting from the recently completed transaction, including those benefits
expected to be derived from MasterBrand’s expanded geographic reach, increased financial strength or enhanced capabilities, as well as expected cost savings or other synergies, are not fully realized or take longer to realize than expected.
Other factors include those listed under “Risk Factors” in Part I, Item 1A of MasterBrand’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025, Part II,
Item 1A of MasterBrand’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2026, Part I, Item 1A of American Woodmark’s Annual Report on
Form 10-K for the fiscal year ended April 30, 2025, Part II, Item 1A of American Woodmark’s Quarterly Report on Form 10-Q for the
quarterly period ended July 31, 2025, Part II, Item 1A of American Woodmark’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2025, Part II, Item 1A of American
Woodmark’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2026 and other MasterBrand and American Woodmark filings with the SEC.
The forward-looking statements included in this press release are made as of the date of this press release and, unless legally required, MasterBrand does not
undertake any obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this press release.
Contacts
MasterBrand Investor Relations:
Investorrelations@MasterBrand.com
C Street Advisory Group
MasterBrand@thecstreet.com
(212)
372-4977
MasterBrand Media Contact:
Media@MasterBrand.com
Source: MasterBrand, Inc.
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