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American Woodmark Corporation 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and American Woodmark Corporation’s Form 8-K, filed October 30, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 18Reported items
  • 281Asset managers
  • 3,670Fund votes
  • August 21, 2025Main meeting date

Results at a glance

Meeting of October 30, 2025: 2 items on American Woodmark Corporation’s Form 8-K, filed October 30, 2025: 2 approved.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore American Woodmark Corporation in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by American Woodmark Corporation

These tallies are American Woodmark Corporation’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed October 30, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

American Woodmark Corporation — official shareholder meeting results, meeting held October 30, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
1. American Woodmark Merger Proposal A proposal to approve and adopt the Merger Agreement and related plan of merger 12,717,195166,81764,427 ---- 99%Approved—
2. American Woodmark Compensation Proposal A proposal to approve, on an advisory (non-binding) basis, the compensation that will or may be paid to American Woodmark's named executive officers in connection with the transactions contemplated by the Merger Agree 9,363,6393,479,390105,410 ---- 73%Approved—

Source: American Woodmark Corporation, Form 8-K, filed with the SEC on October 30, 2025 — read the filing on EDGAR.

How asset managers voted at the American Woodmark Corporation 2025-2026 meetings

Each item below shows how the 281 asset managers that disclosed a American Woodmark Corporation vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of American Woodmark Corporation’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Election of Directors: Andrew B. Cogan

No official resultsDIRECTOR ELECTIONS

Meeting held August 21, 2025; no official results are on file for this meeting.

Combines 2 wordings of this item as funds reported it.

99.8% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 6,469,943 for, 11,477 against, 12,060 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,469,943AGAINST: 11,477NOT VOTED: 12,060
Largest asset managers voting on “Election of Directors: Andrew B. Cogan” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,692,4330 00For
Vanguard1,447,9070 00For
Fidelity360,7910 00For
Dimensional328,7470 00For
Charles Schwab286,0200 00For
Jackson National283,9270 00For
State Street220,97010 00For
FRANKLIN VALUE INVESTORS TRUST220,9070 00For
Victory Capital154,1420 00For
Invesco148,5250 00For
FIRST EAGLE FUNDS112,9170 00For
World Funds Trust105,7220 00For
Nationwide90,6750 00For
BRIDGEWAY FUNDS INC83,4000 00For
EA Series Trust75,7850 00For
CLEARWATER INVESTMENT TRUST73,5961,725 00For
Franklin Templeton61,3490 00For
First Trust58,1690 00For
Columbia Threadneedle57,7850 00For
Transamerica53,1000 00For
Equitable42,6730 00For
American Century40,8680 00For
Principal39,8430 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
TIAA32,8660 00For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

2. Election of Directors: Daniel T. Hendrix

No official resultsDIRECTOR ELECTIONS

Meeting held August 21, 2025; no official results are on file for this meeting.

Combines 2 wordings of this item as funds reported it.

99.8% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 6,469,943 for, 11,477 against, 12,060 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,469,943AGAINST: 11,477NOT VOTED: 12,060
Largest asset managers voting on “Election of Directors: Daniel T. Hendrix” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,692,4330 00For
Vanguard1,447,9070 00For
Fidelity360,7910 00For
Dimensional328,7470 00For
Charles Schwab286,0200 00For
Jackson National283,9270 00For
State Street220,97010 00For
FRANKLIN VALUE INVESTORS TRUST220,9070 00For
Victory Capital154,1420 00For
Invesco148,5250 00For
FIRST EAGLE FUNDS112,9170 00For
World Funds Trust105,7220 00For
Nationwide90,6750 00For
BRIDGEWAY FUNDS INC83,4000 00For
EA Series Trust75,7850 00For
CLEARWATER INVESTMENT TRUST73,5961,725 00For
Franklin Templeton61,3490 00For
First Trust58,1690 00For
Columbia Threadneedle57,7850 00For
Transamerica53,1000 00For
Equitable42,6730 00For
American Century40,8680 00For
Principal39,8430 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
TIAA32,8660 00For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

3. Election of Directors: David A. Rodriguez

No official resultsDIRECTOR ELECTIONS

Meeting held August 21, 2025; no official results are on file for this meeting.

Combines 2 wordings of this item as funds reported it.

99% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 6,391,167 for, 90,252 against, 12,060 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,391,167AGAINST: 90,252NOT VOTED: 12,060
Largest asset managers voting on “Election of Directors: David A. Rodriguez” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,692,4330 00For
Vanguard1,445,1862,720 00For
Fidelity360,7910 00For
Dimensional328,7470 00For
Charles Schwab286,0200 00For
Jackson National283,9270 00For
State Street220,700280 00For
FRANKLIN VALUE INVESTORS TRUST220,9070 00For
Victory Capital154,1420 00For
Invesco148,5250 00For
FIRST EAGLE FUNDS112,9170 00For
World Funds Trust105,7220 00For
Nationwide90,6750 00For
BRIDGEWAY FUNDS INC83,4000 00For
EA Series Trust075,785 00Against
CLEARWATER INVESTMENT TRUST73,5961,725 00For
Franklin Templeton61,3490 00For
First Trust58,1690 00For
Columbia Threadneedle57,7850 00For
Transamerica53,1000 00For
Equitable42,6730 00For
American Century40,8680 00For
Principal39,8430 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
TIAA32,8660 00For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

4. Election of Directors: Emily C. Videtto

No official resultsDIRECTOR ELECTIONS

Meeting held August 21, 2025; no official results are on file for this meeting.

Combines 2 wordings of this item as funds reported it.

92% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 5,913,924 for, 509,710 against, 57,785 abstained, 12,060 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 5,913,924AGAINST: 509,710ABSTAIN: 57,785NOT VOTED: 12,060
Largest asset managers voting on “Election of Directors: Emily C. Videtto” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,692,4330 00For
Vanguard1,445,1842,722 00For
Fidelity360,7910 00For
Dimensional328,7470 00For
Charles Schwab286,0200 00For
Jackson National283,9270 00For
State Street220,700280 00For
FRANKLIN VALUE INVESTORS TRUST0220,907 00Against
Victory Capital154,1420 00For
Invesco148,5250 00For
FIRST EAGLE FUNDS112,9170 00For
World Funds Trust105,7220 00For
Nationwide90,6750 00For
BRIDGEWAY FUNDS INC83,4000 00For
EA Series Trust075,785 00Against
CLEARWATER INVESTMENT TRUST73,5961,725 00For
Franklin Templeton061,349 00Against
First Trust58,1690 00For
Columbia Threadneedle00 57,7850Abstain
Transamerica053,100 00Against
Equitable35,0227,651 00Mixed
American Century40,8680 00For
Principal39,8430 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
TIAA32,8660 00For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

5. Election of Directors: Latasha M. Akoma

No official resultsDIRECTOR ELECTIONS

Meeting held August 21, 2025; no official results are on file for this meeting.

Combines 2 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 6,481,420 for, 12,060 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,481,420NOT VOTED: 12,060
Largest asset managers voting on “Election of Directors: Latasha M. Akoma” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,692,4330 00For
Vanguard1,447,9070 00For
Fidelity360,7910 00For
Dimensional328,7470 00For
Charles Schwab286,0200 00For
Jackson National283,9270 00For
State Street220,9800 00For
FRANKLIN VALUE INVESTORS TRUST220,9070 00For
Victory Capital154,1420 00For
Invesco148,5250 00For
FIRST EAGLE FUNDS112,9170 00For
World Funds Trust105,7220 00For
Nationwide90,6750 00For
BRIDGEWAY FUNDS INC83,4000 00For
EA Series Trust75,7850 00For
CLEARWATER INVESTMENT TRUST75,3210 00For
Franklin Templeton61,3490 00For
First Trust58,1690 00For
Columbia Threadneedle57,7850 00For
Transamerica53,1000 00For
Equitable42,6730 00For
American Century40,8680 00For
Principal39,8430 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
TIAA32,8660 00For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

6. Election of Directors: M. Scott Culbreth

No official resultsDIRECTOR ELECTIONS

Meeting held August 21, 2025; no official results are on file for this meeting.

Combines 2 wordings of this item as funds reported it.

99.7% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 6,468,002 for, 13,418 against, 12,060 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,468,002AGAINST: 13,418NOT VOTED: 12,060
Largest asset managers voting on “Election of Directors: M. Scott Culbreth” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,692,4330 00For
Vanguard1,446,2461,660 00For
Fidelity360,7910 00For
Dimensional328,7470 00For
Charles Schwab286,0200 00For
Jackson National283,9270 00For
State Street220,690290 00For
FRANKLIN VALUE INVESTORS TRUST220,9070 00For
Victory Capital154,1420 00For
Invesco148,5250 00For
FIRST EAGLE FUNDS112,9170 00For
World Funds Trust105,7220 00For
Nationwide90,6750 00For
BRIDGEWAY FUNDS INC83,4000 00For
EA Series Trust75,7850 00For
CLEARWATER INVESTMENT TRUST73,5961,725 00For
Franklin Templeton61,3490 00For
First Trust58,1690 00For
Columbia Threadneedle57,7850 00For
Transamerica53,1000 00For
Equitable42,6730 00For
American Century40,8680 00For
Principal39,8430 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
TIAA32,8660 00For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

7. Election of Directors: Philip D. Fracassa

No official resultsDIRECTOR ELECTIONS

Meeting held August 21, 2025; no official results are on file for this meeting.

Combines 2 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 6,481,420 for, 12,060 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,481,420NOT VOTED: 12,060
Largest asset managers voting on “Election of Directors: Philip D. Fracassa” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,692,4330 00For
Vanguard1,447,9070 00For
Fidelity360,7910 00For
Dimensional328,7470 00For
Charles Schwab286,0200 00For
Jackson National283,9270 00For
State Street220,9800 00For
FRANKLIN VALUE INVESTORS TRUST220,9070 00For
Victory Capital154,1420 00For
Invesco148,5250 00For
FIRST EAGLE FUNDS112,9170 00For
World Funds Trust105,7220 00For
Nationwide90,6750 00For
BRIDGEWAY FUNDS INC83,4000 00For
EA Series Trust75,7850 00For
CLEARWATER INVESTMENT TRUST75,3210 00For
Franklin Templeton61,3490 00For
First Trust58,1690 00For
Columbia Threadneedle57,7850 00For
Transamerica53,1000 00For
Equitable42,6730 00For
American Century40,8680 00For
Principal39,8430 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
TIAA32,8660 00For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

8. Election of Directors: Vance W. Tang

No official resultsDIRECTOR ELECTIONS

Meeting held August 21, 2025; no official results are on file for this meeting.

Combines 2 wordings of this item as funds reported it.

99% of fund votes cast · no official result

FOR
Details: votes by 75 asset managers

The 75 asset managers below reported 6,393,098 for, 88,322 against, 12,060 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,393,098AGAINST: 88,322NOT VOTED: 12,060
Largest asset managers voting on “Election of Directors: Vance W. Tang” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,692,4330 00For
Vanguard1,446,8471,060 00For
Fidelity360,7910 00For
Dimensional328,7470 00For
Charles Schwab286,0200 00For
Jackson National283,9270 00For
State Street220,97010 00For
FRANKLIN VALUE INVESTORS TRUST220,9070 00For
Victory Capital154,1420 00For
Invesco148,5250 00For
FIRST EAGLE FUNDS112,9170 00For
World Funds Trust105,7220 00For
Nationwide90,6750 00For
BRIDGEWAY FUNDS INC83,4000 00For
EA Series Trust075,785 00Against
CLEARWATER INVESTMENT TRUST73,5961,725 00For
Franklin Templeton61,3490 00For
First Trust58,1690 00For
Columbia Threadneedle57,7850 00For
Transamerica53,1000 00For
Equitable42,6730 00For
American Century40,8680 00For
Principal39,8430 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
TIAA32,8660 00For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

9. 1. American Woodmark Merger Proposal A proposal to approve and adopt the Merger Agreement and related plan of merger

Official resultEXTRAORDINARY TRANSACTIONSReported outcome: Approved

Meeting held October 30, 2025.

Combines 7 wordings of this item as funds reported it.

99% Approved · of votes cast

FOR 99%
FOR: 12,717,195AGAINST: 166,817
Details: description as filed, official tally, votes by 77 asset managers

Description as filed by funds: To approve and adopt the Agreement and Plan of Merger, dated as of August 5, 2025 (as it may be amended from time to time, the "merger agreement"), by and among MasterBrand, Inc. ("MasterBrand"), American Woodmark Corporation ("American Woodmark") and Maple Merger Sub, Inc., a wholly owned subsidiary of MasterBrand, and the related plan of merger;

American Woodmark Corporation’s own tally for this item (“1. American Woodmark Merger Proposal A proposal to approve and adopt the Merger Agreement and related plan of merger”): 12,717,195 for, 166,817 against — passed, per its Form 8-K filed October 30, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1: American Woodmark Merger Proposal A proposal to approve and adopt the Merger Agreement and related plan of merger”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 77 asset managers below reported 5,785,342 for, 32,110 abstained.

FOR
FOR: 5,785,342ABSTAIN: 32,110
Largest asset managers voting on “To approve and adopt the Agreement and Plan of Merger, dated as of August 5, 2025 (as it may be amended from t” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,580,3570 00For
Vanguard1,138,0990 00For
Fidelity349,6220 00For
Dimensional325,8030 00For
Charles Schwab309,1530 00For
Jackson National284,2930 00For
FRANKLIN VALUE INVESTORS TRUST247,0360 00For
State Street217,5220 00For
FIRST EAGLE FUNDS139,5350 00For
BRIDGEWAY FUNDS INC83,4000 00For
Invesco83,1790 00For
Franklin Templeton78,5460 00For
CLEARWATER INVESTMENT TRUST76,0660 00For
First Trust64,6730 00For
Nationwide61,8560 00For
World Funds Trust57,2240 00For
Transamerica56,1500 00For
New York Life44,5310 00For
Columbia Threadneedle43,5970 00For
American Century42,8660 00For
Equitable42,8290 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
Principal37,5890 00For
Pacific Life33,4940 00For
EA Series Trust00 32,1100Abstain

Showing the 25 largest of 77 asset managers. See all 77 in the interactive database.

10. Approve Merger Agreement

No official matchEXTRAORDINARY TRANSACTIONS

Meeting held October 30, 2025.

100% of fund votes cast · no official result

FORNOT VOTED
Details: votes by 2 asset managers

The 2 asset managers below reported 18,412 for, 10,946 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 18,412NOT VOTED: 10,946
Largest asset managers voting on “Approve Merger Agreement” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower9,8000 00For
JPMorgan8,6120 00For

11. TO APPROVE THE ADJOURNMENT OF THE AMERICAN WOODMARK SHAREHOLDER MEETING TO SOLICIT ADDITIONAL PROXIES IF THERE IS A…

No official matchCORPORATE GOVERNANCE

Meeting held October 30, 2025.

Combines 2 wordings of this item as funds reported it.

95% of fund votes cast · no official result

FOR
Details: description as filed, votes by 76 asset managers

Description as filed by funds: TO APPROVE THE ADJOURNMENT OF THE AMERICAN WOODMARK SHAREHOLDER MEETING TO SOLICIT ADDITIONAL PROXIES IF THERE IS A QUORUM PRESENT AND THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE AMERICAN WOODMARK SHAREHOLDER MEETING TO APPROVE PROPOSAL 1 OR TO ENSURE THAT ANY SUPPLEMENT OR AMENDMENT TO THE JOINT PROXY STATEMENT/PROSPECTUS IS TIMELY PROVIDED TO AMERICAN WOODMARK SHAREHOLDERS.

The 76 asset managers below reported 5,549,175 for, 267,968 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 5,549,175AGAINST: 267,968
Largest asset managers voting on “TO APPROVE THE ADJOURNMENT OF THE AMERICAN WOODMARK SHAREHOLDER MEETING TO SOLICIT ADDITIONAL PROXIES IF THERE” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,580,3570 00For
Vanguard1,138,0971 00For
Fidelity349,6220 00For
Dimensional325,8030 00For
Charles Schwab309,1530 00For
Jackson National284,2930 00For
FRANKLIN VALUE INVESTORS TRUST247,0360 00For
State Street764216,758 00Against
FIRST EAGLE FUNDS139,5350 00For
BRIDGEWAY FUNDS INC83,4000 00For
Invesco83,1790 00For
Franklin Templeton78,5460 00For
CLEARWATER INVESTMENT TRUST76,0660 00For
First Trust64,6730 00For
Nationwide61,8560 00For
World Funds Trust57,2240 00For
Transamerica56,1500 00For
New York Life44,5310 00For
Columbia Threadneedle43,5970 00For
American Century42,8660 00For
Equitable42,8290 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
Principal37,5890 00For
Pacific Life33,4940 00For
EA Series Trust032,110 00Against

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

12. Adjourn Meeting

No official matchCORPORATE GOVERNANCE

Meeting held October 30, 2025.

100% of fund votes cast · no official result

FORNOT VOTED
Details: votes by 2 asset managers

The 2 asset managers below reported 18,412 for, 10,946 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 18,412NOT VOTED: 10,946
Largest asset managers voting on “Adjourn Meeting” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower9,8000 00For
JPMorgan8,6120 00For

13. TO APPROVE ON AN ADVISORY BASIS THE COMPANY'S EXECUTIVE COMPENSATION.

No official resultsFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Meeting held August 21, 2025; no official results are on file for this meeting.

Combines 4 wordings of this item as funds reported it.

98% Fund and manager reports combined; may count the same shares twice · no official result

FOR
Details: votes by 245 asset managers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 72 asset managers voting on “TO APPROVE ON AN ADVISORY BASIS THE COMPANY'S EXECUTIVE COMPENSATION.” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,692,4330 00For
Vanguard1,447,9061 00For
Fidelity360,7910 00For
Dimensional328,7470 00For
Charles Schwab286,0200 00For
Jackson National283,9270 00For
State Street220,9800 00For
FRANKLIN VALUE INVESTORS TRUST220,9070 00For
Victory Capital154,1420 00For
Invesco148,5250 00For
FIRST EAGLE FUNDS112,9170 00For
World Funds Trust105,7220 00For
Nationwide90,6750 00For
BRIDGEWAY FUNDS INC83,4000 00For
EA Series Trust75,7850 00For
CLEARWATER INVESTMENT TRUST73,5960 00For
Franklin Templeton61,3490 00For
First Trust58,1690 00For
Columbia Threadneedle057,785 00Against
Transamerica53,1000 00For
Equitable42,6730 00For
American Century040,868 00Against
Principal39,8430 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
TIAA32,8660 00For

Fund voting reports, all 72 managers: 6,363,929 for, 98,654 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 190 asset managers voting on “TO APPROVE ON AN ADVISORY BASIS THE COMPANY'S EXECUTIVE COMPENSATION.” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
PZENA INVESTMENT MANAGEMENT LLC809,7140 00For
COOKE & BIELER LP747,6130 00For
BlackRock569,828236 00For
GEODE CAPITAL MANAGEMENT, LLC366,0940 00For
State Street300,995232 00For
Charles Schwab299,9610 00For
FRANKLIN MUTUAL ADVISERS LLC279,2400 00For
Victory Capital255,2370 00For
Northern Trust225,5060 00For
SYSTEMATIC FINANCIAL MANAGEMENT LP216,6260 00For
Atlas FRM LLC177,0000 00For
LSV ASSET MANAGEMENT155,3900 00For
First Eagle Investment Management, LLC130,3000 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC122,4400 00For
MELLON INVESTMENTS Corp99,8030 00For
Dimensional93,8010 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC83,4000 00For
PRINCIPAL GLOBAL INVESTORS75,0870 00For
D.A. DAVIDSON & CO.62,4600 00For
Vanguard62,1300 00For
FRANKLIN ADVISERS INC61,3490 00For
Citadel57,3980 00For
Point7255,0090 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC50,1560 00For
American Century041,011 00Against

Institutional-manager reports, all 190 managers: 6,199,115 for, 201,026 against, 2,619 abstained. Showing the 25 largest; see all in the interactive database.

14. 2. American Woodmark Compensation Proposal A proposal to approve, on an advisory (non-binding) basis, the compensation…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Meeting held October 30, 2025.

Combines 10 wordings of this item as funds reported it.

73% Approved · of votes cast

FOR 73%AGAINST
FOR: 9,363,639AGAINST: 3,479,390
Details: description as filed, official tally, votes by 244 asset managers

Description as filed by funds: To approve, on an advisory (non-binding) basis, the compensation that will or may be paid to American Woodmark's named executive officers in connection with the transactions contemplated by the merger agreement; and

American Woodmark Corporation’s own tally for this item (“2. American Woodmark Compensation Proposal A proposal to approve, on an advisory (non-binding) basis, the compensation that will or may be paid to American Woodmark's named executive officers in connection with the trans”): 9,363,639 for, 3,479,390 against — passed, per its Form 8-K filed October 30, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The following votes were cast at the Special Meeting, and the proposal was approved on an advisory (non-binding) basis:”
Support: 73% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 75 asset managers voting on “To approve, on an advisory (non-binding) basis, the compensation that will or may be paid to American Woodmark” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,580,3570 00For
Vanguard1,136,9941,104 00For
Fidelity349,6220 00For
Dimensional0325,803 00Against
Charles Schwab309,1530 00For
Jackson National25,298258,995 00Mixed
FRANKLIN VALUE INVESTORS TRUST0247,036 00Against
State Street217,45171 00For
FIRST EAGLE FUNDS139,5350 00For
BRIDGEWAY FUNDS INC83,4000 00For
Invesco83,1790 00For
Franklin Templeton078,546 00Against
CLEARWATER INVESTMENT TRUST38,70637,360 00Mixed
First Trust64,6730 00For
Nationwide3,98757,869 00Mixed
World Funds Trust057,224 00Against
Transamerica056,150 00Against
New York Life44,5310 00For
Columbia Threadneedle43,5970 00For
American Century042,866 00Against
Equitable33,2629,567 00Mixed
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
Principal37,5890 00For
Pacific Life6,79326,701 00Mixed
EA Series Trust032,110 00Against

Fund voting reports, all 75 managers: 4,560,153 for, 1,256,990 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 188 asset managers voting on “To approve, on an advisory (non-binding) basis, the compensation that will or may be paid to American Woodmark” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
PZENA INVESTMENT MANAGEMENT LLC816,0900 00For
COOKE & BIELER LP0768,678 00Against
BlackRock554,5876,698 00For
GEODE CAPITAL MANAGEMENT, LLC353,5040 00For
Charles Schwab322,6270 00For
FRANKLIN MUTUAL ADVISERS LLC0319,855 00Against
State Street292,551220 00For
SYSTEMATIC FINANCIAL MANAGEMENT LP0231,659 00Against
Northern Trust207,3320 00For
AQR190,5050 00For
Atlas FRM LLC187,0000 00For
Magnetar Financial LLC185,8620 00For
First Eagle Investment Management, LLC159,3000 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC135,9750 00For
Invesco95,8240 00For
MELLON INVESTMENTS Corp94,1610 00For
Dimensional087,884 00Against
BRIDGEWAY CAPITAL MANAGEMENT, LLC83,4000 00For
FRANKLIN ADVISERS INC078,546 00Against
AllianceBernstein76,4400 00For
ALPINE ASSOCIATES MANAGEMENT INC.75,6770 00For
PRINCIPAL GLOBAL INVESTORS70,5840 00For
D.A. DAVIDSON & CO.062,460 00Against
PUBLIC SECTOR PENSION INVESTMENT BOARD54,7370 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP54,4300 00For

Institutional-manager reports, all 188 managers: 4,680,802 for, 1,790,883 against. Showing the 25 largest; see all in the interactive database.

15. Advisory Vote to Ratify Named Executive Officers' Compensation

No official resultsFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Meeting held August 21, 2025; no official results are on file for this meeting.

20% Fund and manager reports combined; may count the same shares twice · no official result

FORAGAINST
Details: votes by 7 asset managers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 3 asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower7,9000 00For
JPMorgan9,2120 00For
CLEARWATER INVESTMENT TRUST1,7250 00For

Fund voting reports, all 3 managers: 18,837 for, 12,060 not voted.

Institutional-manager reports: 4 asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
APG Asset Management US Inc.0143,302 00Against
CSM Advisors, LLC16,4410 00For
TD Waterhouse Canada Inc.450 00For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma60 00For

Institutional-manager reports, all 4 managers: 16,492 for, 143,302 against.

16. Advisory Vote on Golden Parachutes

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Meeting held October 30, 2025.

9% Fund and manager reports combined; may count the same shares twice · no official result

AGAINST
Details: votes by 4 asset managers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 2 asset managers voting on “Advisory Vote on Golden Parachutes” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower9,8000 00For
JPMorgan8,6120 00For

Fund voting reports, all 2 managers: 18,412 for, 10,946 not voted.

Institutional-manager reports: 2 asset managers voting on “Advisory Vote on Golden Parachutes” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
APG Asset Management US Inc.0176,550 00Against
TD Waterhouse Canada Inc.450 00For

Institutional-manager reports, all 2 managers: 45 for, 176,550 against.

17. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY BY THE…

No official resultsAUDIT-RELATED

Meeting held August 21, 2025; no official results are on file for this meeting.

Combines 2 wordings of this item as funds reported it.

99% of fund votes cast · no official result

FOR
Details: description as filed, votes by 74 asset managers

Description as filed by funds: TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDING APRIL 30, 2026.

The 74 asset managers below reported 6,380,188 for, 82,395 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,380,188AGAINST: 82,395
Largest asset managers voting on “TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPA” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,692,4330 00For
Vanguard1,447,9070 00For
Fidelity360,7910 00For
Dimensional328,7470 00For
Charles Schwab286,0200 00For
Jackson National283,9270 00For
State Street220,9800 00For
FRANKLIN VALUE INVESTORS TRUST220,9070 00For
Victory Capital154,1420 00For
Invesco148,5250 00For
FIRST EAGLE FUNDS112,9170 00For
World Funds Trust105,7220 00For
Nationwide90,6750 00For
BRIDGEWAY FUNDS INC83,4000 00For
EA Series Trust075,785 00Against
CLEARWATER INVESTMENT TRUST73,5960 00For
Franklin Templeton61,3490 00For
First Trust58,1690 00For
Columbia Threadneedle57,7850 00For
Transamerica53,1000 00For
Equitable42,6730 00For
American Century40,8680 00For
Principal39,8430 00For
HOTCHKIS & WILEY FUNDS /DE/38,3000 00For
TIAA32,8660 00For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

18. Ratify Ernst & Young LLP as Auditors

No official resultsAUDIT-RELATED

Meeting held August 21, 2025; no official results are on file for this meeting.

100% of fund votes cast · no official result

FORNOT VOTED
Details: votes by 3 asset managers

The 3 asset managers below reported 18,837 for, 12,060 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 18,837NOT VOTED: 12,060
Largest asset managers voting on “Ratify Ernst & Young LLP as Auditors” at American Woodmark Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower7,9000 00For
JPMorgan9,2120 00For
CLEARWATER INVESTMENT TRUST1,7250 00For

Largest American Woodmark Corporation shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 14,503,377 shares outstanding at the time of that meeting.

Fund voting reports: top American Woodmark Corporation shareholders by shares voted on “To approve, on an advisory (non-binding) basis, the compensation that will or may be paid to…”, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 10.90%
2Vanguard 7.85%
3Fidelity 2.41%
4Dimensional 2.25%
5Charles Schwab 2.13%
6Jackson National 1.96%
7FRANKLIN VALUE INVESTORS TRUST 1.70%
8State Street 1.50%
9FIRST EAGLE FUNDS 0.96%
10BRIDGEWAY FUNDS INC 0.58%
Institutional-manager reports: top American Woodmark Corporation shareholders by shares voted on “TO APPROVE ON AN ADVISORY BASIS THE COMPANY'S EXECUTIVE COMPENSATION.”, 2025-2026
#Asset manager % of shares outstanding
1PZENA INVESTMENT MANAGEMENT LLC 5.58%
2COOKE & BIELER LP 5.15%
3BlackRock 3.93%
4GEODE CAPITAL MANAGEMENT, LLC 2.52%
5State Street 2.08%
6Charles Schwab 2.07%
7FRANKLIN MUTUAL ADVISERS LLC 1.93%
8Victory Capital 1.76%
9Northern Trust 1.55%
10SYSTEMATIC FINANCIAL MANAGEMENT LP 1.49%

Reported American Woodmark Corporation holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

American Woodmark Corporation holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock 15.69% 13F
Vanguard Group 8.58% 13F
Dimensional Fund Advisors 6.61% 13F
State Street 3.86% 13F
Franklin Templeton 3.48% 13F
Goldman Sachs 2.56% 13F
Geode Capital 2.51% 13F
Charles Schwab 2.20% 13F
Cooke & Bieler L.P. 1.80% 13G
Millennium Management 1.34% 13F

Percentages above are of 14,503,377 shares outstanding, as reported by American Woodmark Corporation on its Form 10-K dated June 17, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from American Woodmark Corporation’s 10-K dated June 17, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At American Woodmark Corporation's 2 shareholder meetings in the 2025-2026 proxy season (held August 21, 2025 and October 30, 2025), 281 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,670 separate fund positions. Their filings are grouped here into 18 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. No official Form 8-K vote tally has been matched to this meeting, so this page states no certified outcome for its most widely held ballot item. On that item — TO APPROVE ON AN ADVISORY BASIS THE COMPANY'S EXECUTIVE COMPENSATION. — the reporting funds and managers cast 98% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.

American Woodmark Corporation proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.