Results
AWC - American Woodmark Corporation
04/22/2026 | Press release | Distributed by Public on 04/22/2026 14:23
Material Event (Form 8-K)
ITEM 8.01 Other Events.
As previously disclosed, on August 5, 2025, American Woodmark Corporation, a Virginia corporation ("American Woodmark"), entered into an Agreement and Plan of Merger (the "Merger Agreement," and the transactions contemplated thereby, the "Merger") with MasterBrand, Inc., a Delaware corporation ("MasterBrand"), and Maple Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of MasterBrand. The Merger has not yet been consummated and is expected to close in the second calendar quarter of 2026, subject to required regulatory clearance and the satisfaction or waiver of other customary closing conditions.
The Merger Agreement provides that, MasterBrand will take all actions necessary or appropriate to cause: (i) the size of the board of directors of MasterBrand (the "MasterBrand Board") to be increased from eight (8) to eleven (11) directors as of the effective time of the Merger (the "Effective Time") and (ii) the three (3) directors designated by American Woodmark and agreed upon with MasterBrand prior to the Effective Time to fill the vacancies caused by the increase in size of the Board.
On April 17, 2026, the board of directors of American Woodmark approved the designation of Andrew Cogan, Philip Fracassa and Daniel Hendrix to be directors to serve on the MasterBrand Board as of the Effective Time. Also, on April 17, 2026, the MasterBrand Board, acting upon the recommendation of its Nominating and Governance Committee: (i) approved the increase in the size of the MasterBrand Board from eight (8) to eleven (11) directors and (ii) appointed Messrs. Cogan, Fracassa and Hendrix as the newest members of the MasterBrand Board, in each case, subject to and effective as of the Effective Time in accordance with the terms of the Merger Agreement. As MasterBrand has a classified board of directors with three classes of directors serving three-year terms, Mr. Cogan is expected to serve on Class III of the MasterBrand Board, Mr. Fracassa is expected to serve on Class I of the MasterBrand Board and Mr. Hendrix is expected to serve on Class II of the MasterBrand Board. If the appointment of Messrs. Cogan, Fracassa and Hendrix occurs prior to MasterBrand's 2026 annual meeting of stockholders, Mr. Fracassa, as a Class I Director, is expected to stand for election at MasterBrand's 2026 annual meeting of stockholders. Each of MasterBrand's directors serves until the election of a successor, removal or resignation.
Further, MasterBrand and American Woodmark continue to work cooperatively with the U.S. Federal Trade Commission to obtain regulatory clearance for the Merger as expeditiously as possible. The Merger remains subject to the satisfaction or waiver of other customary closing conditions. MasterBrand and American Woodmark currently expect the Merger to close in the second quarter of 2026.
Also, in light of the pending Merger and the expected timing for closing, American Woodmark does not plan to put out an earnings release or hold a conference call to discuss its fiscal 2026 and fourth quarter of fiscal 2026 financial results, both relating to the applicable fiscal period ending April 30, 2026, in May. Instead, if the Merger has not closed prior to the date of the filing of American Woodmark's Form 10-K, American Woodmark expects to release its fiscal 2026 and fourth quarter of fiscal 2026 results in conjunction with the filing of its Annual Report on Form 10-K in late June 2026.
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