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AMERICAN WOODMARK CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings. Page generated 02 October 2026.

24Reported items
240Asset managers
3,555Fund votes
2023-08-24Meeting date

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

Explore AMERICAN WOODMARK CORP. in the interactive database Compare manager voting policies

How asset managers voted at the AMERICAN WOODMARK CORP. 2023-2024 meeting

Each item below shows how the 240 asset managers that disclosed a AMERICAN WOODMARK CORP. 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 CORP.’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. To approve on an advisory basis the Company's executive compensation.

SECTION 14A SAY-ON-PAY VOTES

Combines 7 wordings of this item as funds reported it.

99.5% fund support · no official result

FOR 99.4%

The 228 asset managers below cast 99.5% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR: 99.5%AGAINST: 0.5%1 YEAR: 0.0%ONE YEAR: 0.0%

Largest asset managers voting on “To approve on an advisory basis the Company's executive compensation.” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
BESSEMER TRUST CO	19,000,000	0	For
BlackRock	2,559,440	236	For
Vanguard	1,582,761	0	For
Dimensional	1,086,971	0	For
COOKE & BIELER LP	878,431	0	For
State Street	866,125	0	For
Wellington	650,091	0	For
Charles Schwab	622,241	0	For
Broad Run Investment Management, LLC	525,864	0	For
HENNESSY FUNDS TRUST	476,582	0	For
PZENA INVESTMENT MANAGEMENT LLC	465,377	0	For
Jackson National	405,514	0	For
WCM INVESTMENT MANAGEMENT, LLC	355,718	0	For
GEODE CAPITAL MANAGEMENT, LLC	334,040	0	For
Fidelity	319,962	0	For
Pacer Funds Trust	263,492	0	For
Invesco	262,428	0	For
John Hancock	220,392	0	For
SYSTEMATIC FINANCIAL MANAGEMENT LP	189,438	0	For
Northern Trust	188,384	0	For
Mesirow Institutional Investment Management, Inc.	176,920	0	For
MELLON INVESTMENTS Corp	160,514	0	For
Nationwide	151,079	0	For
Tributary Funds, Inc.	131,820	0	For
PICTET ASSET MANAGEMENT SA	102,524	0	For

Showing the 25 largest of 228 asset managers. See all 228 in the interactive database.

2. To approve on an advisory basis the frequency of future advisory votes on the Company's executive compensation.

SECTION 14A SAY-ON-PAY VOTES

Combines 7 wordings of this item as funds reported it.

100% fund support · no official result

ONE YEAR 84%13%

The 225 asset managers below cast 100% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR: 0.2%ONE YEAR: 83.5%1 YEAR: 13.1%THREE YEARS: 3.2%3 YEARS: 0.0%1-YEAR: 0.0%1: 0.0%

Largest asset managers voting on “To approve on an advisory basis the frequency of future advisory votes on the Company's executive compensation” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
BESSEMER TRUST CO	0	0	0	0	One Year
BlackRock	0	0	0	0	One Year
Vanguard	0	0	0	0	One Year
Dimensional	0	0	0	0	Three Years
COOKE & BIELER LP	0	0	0	0	1 Year
State Street	0	0	0	0	One Year
Wellington	0	0	0	0	1 Year
Charles Schwab	0	0	0	0	1 Year
Broad Run Investment Management, LLC	0	0	0	0	One Year
HENNESSY FUNDS TRUST	0	0	0	0	One Year
PZENA INVESTMENT MANAGEMENT LLC	0	0	0	0	One Year
Jackson National	0	0	0	0	1 Year
WCM INVESTMENT MANAGEMENT, LLC	0	0	0	0	1 Year
GEODE CAPITAL MANAGEMENT, LLC	0	0	0	0	One Year
Fidelity	0	0	0	0	One Year
Pacer Funds Trust	0	0	0	0	1 Year
Invesco	0	0	0	0	One Year
John Hancock	0	0	0	0	1 Year
SYSTEMATIC FINANCIAL MANAGEMENT LP	0	0	0	0	1 Year
Northern Trust	0	0	0	0	1 Year
Mesirow Institutional Investment Management, Inc.	0	0	0	0	One Year
MELLON INVESTMENTS Corp	0	0	0	0	One Year
Nationwide	0	0	0	0	One Year
Tributary Funds, Inc.	0	0	0	0	One Year
PICTET ASSET MANAGEMENT SA	0	0	0	0	One Year

Showing the 25 largest of 225 asset managers. See all 225 in the interactive database.

3. To approve the American Woodmark Corporation 2023 Stock Incentive Plan.

COMPENSATION

Combines 3 wordings of this item as funds reported it.

98% fund support · no official result

FOR 98%

The 76 asset managers below cast 98% of the shares they voted on this item FOR (7,984,496 for, 138,906 against).

FOR: 7,984,496 (98.3%)AGAINST: 138,906 (1.7%)

Largest asset managers voting on “To approve the American Woodmark Corporation 2023 Stock Incentive Plan.” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
BlackRock	2,043,684	0	For
Vanguard	1,541,297	0	For
Dimensional	982,341	0	For
HENNESSY FUNDS TRUST	476,582	0	For
Jackson National	405,514	0	For
Fidelity	319,617	0	For
Charles Schwab	309,299	0	For
State Street	277,556	0	For
Pacer Funds Trust	263,492	0	For
John Hancock	213,886	0	For
Nationwide	151,079	0	For
Tributary Funds, Inc.	131,820	0	For
Invesco	128,140	0	For
BRIDGEWAY FUNDS INC	93,400	0	For
Transamerica	58,950	0	For
Columbia Threadneedle	0	57,375	Against
EA Series Trust	57,176	0	For
Equitable	47,233	0	For
TIAA	46,258	0	For
FIRST EAGLE FUNDS	45,975	0	For
CLEARWATER INVESTMENT TRUST	42,240	400	For
TARGET PORTFOLIO TRUST	0	35,900	Against
BNY Mellon	32,087	0	For
QUANTITATIVE MASTER SERIES LLC	28,950	0	For
Principal	28,279	0	For

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

4. 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, 2024.

AUDIT-RELATED

Combines 3 wordings of this item as funds reported it.

99.8% fund support · no official result

FOR 99.8%

The 75 asset managers below cast 99.8% of the shares they voted on this item FOR (8,113,753 for, 9,633 against).

FOR: 8,113,753 (99.9%)AGAINST: 9,633 (0.1%)

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 CORP., 2023-2024
Asset manager	For	Vote
BlackRock	2,043,684	For
Vanguard	1,541,297	For
Dimensional	982,341	For
HENNESSY FUNDS TRUST	476,582	For
Jackson National	405,514	For
Fidelity	319,617	For
Charles Schwab	309,299	For
State Street	277,556	For
Pacer Funds Trust	263,492	For
John Hancock	213,886	For
Nationwide	151,079	For
Tributary Funds, Inc.	131,820	For
Invesco	128,140	For
BRIDGEWAY FUNDS INC	93,400	For
Transamerica	58,950	For
Columbia Threadneedle	57,375	For
EA Series Trust	57,176	For
Equitable	47,233	For
TIAA	46,258	For
FIRST EAGLE FUNDS	45,975	For
CLEARWATER INVESTMENT TRUST	42,640	For
TARGET PORTFOLIO TRUST	35,900	For
BNY Mellon	32,087	For
QUANTITATIVE MASTER SERIES LLC	28,950	For
Principal	28,279	For

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

5. To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on the Company's Board of Directors (except as marked to the contrary below): Andrew B. Cogan

DIRECTOR ELECTIONS

Combines 6 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.7%

The 64 asset managers below cast 99.9% of the shares they voted on this item FOR (7,138,969 for, 441 against).

FOR: 7,138,969 (99.8%)AGAINST: 441 (0.0%)NOT VOTED: 14,470 (0.2%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
BlackRock	2,043,684	0	For
Vanguard	1,541,297	0	For
Dimensional	982,341	0	For
HENNESSY FUNDS TRUST	476,582	0	For
Fidelity	319,617	0	For
Charles Schwab	309,299	0	For
State Street	277,556	0	For
Nationwide	151,079	0	For
Tributary Funds, Inc.	131,820	0	For
Invesco	128,140	0	For
BRIDGEWAY FUNDS INC	93,400	0	For
CLEARWATER INVESTMENT TRUST	67,391	400	For
Transamerica	58,950	0	For
Columbia Threadneedle	57,375	0	For
Equitable	47,233	0	For
TIAA	46,258	0	For
FIRST EAGLE FUNDS	45,975	0	For
TARGET PORTFOLIO TRUST	35,900	0	For
BNY Mellon	32,087	0	For
QUANTITATIVE MASTER SERIES LLC	28,950	0	For
Principal	28,279	0	For
Thrivent	26,286	0	For
Prudential/PGIM	25,871	0	For
Lincoln Financial	23,961	0	For
Northern Trust	16,018	0	For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

6. To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on the Company's Board of Directors (except as marked to the contrary below): Daniel T. Hendrix

DIRECTOR ELECTIONS

Combines 6 wordings of this item as funds reported it.

99.1% fund support · no official result

FOR 99%

The 64 asset managers below cast 99.1% of the shares they voted on this item FOR (7,081,594 for, 57,816 against).

FOR: 7,081,594 (99.0%)AGAINST: 57,816 (0.8%)NOT VOTED: 14,470 (0.2%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
BlackRock	2,043,684	0	For
Vanguard	1,541,297	0	For
Dimensional	982,341	0	For
HENNESSY FUNDS TRUST	476,582	0	For
Fidelity	319,617	0	For
Charles Schwab	309,299	0	For
State Street	277,556	0	For
Nationwide	151,079	0	For
Tributary Funds, Inc.	131,820	0	For
Invesco	128,140	0	For
BRIDGEWAY FUNDS INC	93,400	0	For
CLEARWATER INVESTMENT TRUST	67,391	400	For
Transamerica	58,950	0	For
Columbia Threadneedle	0	57,375	Against
Equitable	47,233	0	For
TIAA	46,258	0	For
FIRST EAGLE FUNDS	45,975	0	For
TARGET PORTFOLIO TRUST	35,900	0	For
BNY Mellon	32,087	0	For
QUANTITATIVE MASTER SERIES LLC	28,950	0	For
Principal	28,279	0	For
Thrivent	26,286	0	For
Prudential/PGIM	25,871	0	For
Lincoln Financial	23,961	0	For
Northern Trust	16,018	0	For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

7. To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on the Company's Board of Directors (except as marked to the contrary below): David A. Rodriguez

DIRECTOR ELECTIONS

Combines 6 wordings of this item as funds reported it.

99% fund support · no official result

FOR 98%

The 64 asset managers below cast 99% of the shares they voted on this item FOR (7,045,569 for, 93,841 against).

FOR: 7,045,569 (98.5%)AGAINST: 93,841 (1.3%)NOT VOTED: 14,470 (0.2%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
BlackRock	2,043,684	0	For
Vanguard	1,541,297	0	For
Dimensional	982,341	0	For
HENNESSY FUNDS TRUST	476,582	0	For
Fidelity	319,617	0	For
Charles Schwab	309,299	0	For
State Street	277,556	0	For
Nationwide	151,079	0	For
Tributary Funds, Inc.	131,820	0	For
Invesco	128,140	0	For
BRIDGEWAY FUNDS INC	0	93,400	Against
CLEARWATER INVESTMENT TRUST	67,391	400	For
Transamerica	58,950	0	For
Columbia Threadneedle	57,375	0	For
Equitable	47,233	0	For
TIAA	46,258	0	For
FIRST EAGLE FUNDS	45,975	0	For
TARGET PORTFOLIO TRUST	35,900	0	For
BNY Mellon	32,087	0	For
QUANTITATIVE MASTER SERIES LLC	28,950	0	For
Principal	28,279	0	For
Thrivent	26,286	0	For
Prudential/PGIM	25,871	0	For
Lincoln Financial	23,961	0	For
Northern Trust	16,018	0	For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

8. To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on the Company's Board of Directors (except as marked to the contrary below): Emily C. Videtto

DIRECTOR ELECTIONS

Combines 6 wordings of this item as funds reported it.

99% fund support · no official result

FOR 98%

The 64 asset managers below cast 99% of the shares they voted on this item FOR (7,045,610 for, 93,800 against).

FOR: 7,045,610 (98.5%)AGAINST: 93,800 (1.3%)NOT VOTED: 14,470 (0.2%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
BlackRock	2,043,684	0	For
Vanguard	1,541,297	0	For
Dimensional	982,341	0	For
HENNESSY FUNDS TRUST	476,582	0	For
Fidelity	319,617	0	For
Charles Schwab	309,299	0	For
State Street	277,556	0	For
Nationwide	151,079	0	For
Tributary Funds, Inc.	131,820	0	For
Invesco	128,140	0	For
BRIDGEWAY FUNDS INC	0	93,400	Against
CLEARWATER INVESTMENT TRUST	67,391	400	For
Transamerica	58,950	0	For
Columbia Threadneedle	57,375	0	For
Equitable	47,233	0	For
TIAA	46,258	0	For
FIRST EAGLE FUNDS	45,975	0	For
TARGET PORTFOLIO TRUST	35,900	0	For
BNY Mellon	32,087	0	For
QUANTITATIVE MASTER SERIES LLC	28,950	0	For
Principal	28,279	0	For
Thrivent	26,286	0	For
Prudential/PGIM	25,871	0	For
Lincoln Financial	23,961	0	For
Northern Trust	16,018	0	For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

9. To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on the Company's Board of Directors (except as marked to the contrary below): James G. Davis, Jr.

DIRECTOR ELECTIONS

Combines 6 wordings of this item as funds reported it.

94% fund support · no official result

FOR 94%

The 64 asset managers below cast 94% of the shares they voted on this item FOR (6,694,817 for, 444,593 against).

FOR: 6,694,817 (93.6%)AGAINST: 444,593 (6.2%)NOT VOTED: 14,470 (0.2%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
BlackRock	2,043,684	0	For
Vanguard	1,541,297	0	For
Dimensional	982,341	0	For
HENNESSY FUNDS TRUST	476,582	0	For
Fidelity	319,617	0	For
Charles Schwab	309,299	0	For
State Street	0	277,556	Against
Nationwide	151,079	0	For
Tributary Funds, Inc.	131,820	0	For
Invesco	128,140	0	For
BRIDGEWAY FUNDS INC	0	93,400	Against
CLEARWATER INVESTMENT TRUST	67,391	400	For
Transamerica	58,950	0	For
Columbia Threadneedle	0	57,375	Against
Equitable	47,233	0	For
TIAA	46,258	0	For
FIRST EAGLE FUNDS	45,975	0	For
TARGET PORTFOLIO TRUST	35,900	0	For
BNY Mellon	32,087	0	For
QUANTITATIVE MASTER SERIES LLC	28,950	0	For
Principal	28,279	0	For
Thrivent	26,286	0	For
Prudential/PGIM	25,871	0	For
Lincoln Financial	10,086	13,875	Against
Northern Trust	16,018	0	For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

10. To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on the Company's Board of Directors (except as marked to the contrary below): Latasha M. Akoma

DIRECTOR ELECTIONS

Combines 6 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.7%

The 64 asset managers below cast 100% of the shares they voted on this item FOR (7,139,410 for, 0 against).

FOR: 7,139,410 (99.8%)NOT VOTED: 14,470 (0.2%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Vote
BlackRock	2,043,684	For
Vanguard	1,541,297	For
Dimensional	982,341	For
HENNESSY FUNDS TRUST	476,582	For
Fidelity	319,617	For
Charles Schwab	309,299	For
State Street	277,556	For
Nationwide	151,079	For
Tributary Funds, Inc.	131,820	For
Invesco	128,140	For
BRIDGEWAY FUNDS INC	93,400	For
CLEARWATER INVESTMENT TRUST	67,791	For
Transamerica	58,950	For
Columbia Threadneedle	57,375	For
Equitable	47,233	For
TIAA	46,258	For
FIRST EAGLE FUNDS	45,975	For
TARGET PORTFOLIO TRUST	35,900	For
BNY Mellon	32,087	For
QUANTITATIVE MASTER SERIES LLC	28,950	For
Principal	28,279	For
Thrivent	26,286	For
Prudential/PGIM	25,871	For
Lincoln Financial	23,961	For
Northern Trust	16,018	For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

11. To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on the Company's Board of Directors (except as marked to the contrary below): M. Scott Culbreth

DIRECTOR ELECTIONS

Combines 6 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.7%

The 64 asset managers below cast 99.9% of the shares they voted on this item FOR (7,139,010 for, 400 against).

FOR: 7,139,010 (99.8%)AGAINST: 400 (0.0%)NOT VOTED: 14,470 (0.2%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
BlackRock	2,043,684	0	For
Vanguard	1,541,297	0	For
Dimensional	982,341	0	For
HENNESSY FUNDS TRUST	476,582	0	For
Fidelity	319,617	0	For
Charles Schwab	309,299	0	For
State Street	277,556	0	For
Nationwide	151,079	0	For
Tributary Funds, Inc.	131,820	0	For
Invesco	128,140	0	For
BRIDGEWAY FUNDS INC	93,400	0	For
CLEARWATER INVESTMENT TRUST	67,391	400	For
Transamerica	58,950	0	For
Columbia Threadneedle	57,375	0	For
Equitable	47,233	0	For
TIAA	46,258	0	For
FIRST EAGLE FUNDS	45,975	0	For
TARGET PORTFOLIO TRUST	35,900	0	For
BNY Mellon	32,087	0	For
QUANTITATIVE MASTER SERIES LLC	28,950	0	For
Principal	28,279	0	For
Thrivent	26,286	0	For
Prudential/PGIM	25,871	0	For
Lincoln Financial	23,961	0	For
Northern Trust	16,018	0	For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

12. To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on the Company's Board of Directors (except as marked to the contrary below): Vance W. Tang

DIRECTOR ELECTIONS

Combines 6 wordings of this item as funds reported it.

99% fund support · no official result

FOR 98%

The 64 asset managers below cast 99% of the shares they voted on this item FOR (7,045,569 for, 93,841 against).

FOR: 7,045,569 (98.5%)AGAINST: 93,841 (1.3%)NOT VOTED: 14,470 (0.2%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
BlackRock	2,043,684	0	For
Vanguard	1,541,297	0	For
Dimensional	982,341	0	For
HENNESSY FUNDS TRUST	476,582	0	For
Fidelity	319,617	0	For
Charles Schwab	309,299	0	For
State Street	277,556	0	For
Nationwide	151,079	0	For
Tributary Funds, Inc.	131,820	0	For
Invesco	128,140	0	For
BRIDGEWAY FUNDS INC	0	93,400	Against
CLEARWATER INVESTMENT TRUST	67,391	400	For
Transamerica	58,950	0	For
Columbia Threadneedle	57,375	0	For
Equitable	47,233	0	For
TIAA	46,258	0	For
FIRST EAGLE FUNDS	45,975	0	For
TARGET PORTFOLIO TRUST	35,900	0	For
BNY Mellon	32,087	0	For
QUANTITATIVE MASTER SERIES LLC	28,950	0	For
Principal	28,279	0	For
Thrivent	26,286	0	For
Prudential/PGIM	25,871	0	For
Lincoln Financial	23,961	0	For
Northern Trust	16,018	0	For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

13. To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on the Company's Board of Directors Andrew B. Cogan

DIRECTOR ELECTIONS

99.5% fund support · no official result

FOR 99.5%

The 14 asset managers below cast 99.5% of the shares they voted on this item FOR (1,004,939 for, 4,204 against).

FOR: 1,004,939 (99.6%)AGAINST: 4,204 (0.4%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
Jackson National	405,514	0	For
Pacer Funds Trust	263,492	0	For
John Hancock	213,886	0	For
EA Series Trust	57,176	0	For
ADVISORS SERIES TRUST	13,346	0	For
Allianz	13,080	0	For
JPMorgan	9,761	0	For
Managed Portfolio Series	9,452	0	For
Bridge Builder Trust	6,972	1,855	For
ETF Series Solutions	4,703	2,349	For
Northern Lights Fund Trust IV	5,828	0	For
GPS Funds I	936	0	For
WILSHIRE MUTUAL FUNDS INC	433	0	For
NORTHERN LIGHTS FUND TRUST II	360	0	For

14. To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on the Company's Board of Directors Daniel T. Hendrix

DIRECTOR ELECTIONS

99.5% fund support · no official result

FOR 99.5%

The 14 asset managers below cast 99.5% of the shares they voted on this item FOR (1,004,939 for, 4,204 against).

FOR: 1,004,939 (99.6%)AGAINST: 4,204 (0.4%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
Jackson National	405,514	0	For
Pacer Funds Trust	263,492	0	For
John Hancock	213,886	0	For
EA Series Trust	57,176	0	For
ADVISORS SERIES TRUST	13,346	0	For
Allianz	13,080	0	For
JPMorgan	9,761	0	For
Managed Portfolio Series	9,452	0	For
Bridge Builder Trust	6,972	1,855	For
ETF Series Solutions	4,703	2,349	For
Northern Lights Fund Trust IV	5,828	0	For
GPS Funds I	936	0	For
WILSHIRE MUTUAL FUNDS INC	433	0	For
NORTHERN LIGHTS FUND TRUST II	360	0	For

15. To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on the Company's Board of Directors David A. Rodriguez

DIRECTOR ELECTIONS

99.0% fund support · no official result

FOR 99.0%

The 14 asset managers below cast 99.0% of the shares they voted on this item FOR (999,111 for, 10,032 against).

FOR: 999,111 (99.0%)AGAINST: 10,032 (1.0%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
Jackson National	405,514	0	For
Pacer Funds Trust	263,492	0	For
John Hancock	213,886	0	For
EA Series Trust	57,176	0	For
ADVISORS SERIES TRUST	13,346	0	For
Allianz	13,080	0	For
JPMorgan	9,761	0	For
Managed Portfolio Series	9,452	0	For
Bridge Builder Trust	6,972	1,855	For
ETF Series Solutions	4,703	2,349	For
Northern Lights Fund Trust IV	0	5,828	Against
GPS Funds I	936	0	For
WILSHIRE MUTUAL FUNDS INC	433	0	For
NORTHERN LIGHTS FUND TRUST II	360	0	For

16. To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on the Company's Board of Directors Emily C. Videtto

DIRECTOR ELECTIONS

99.8% fund support · no official result

FOR 99.8%

The 14 asset managers below cast 99.8% of the shares they voted on this item FOR (1,007,288 for, 1,855 against).

FOR: 1,007,288 (99.8%)AGAINST: 1,855 (0.2%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
Jackson National	405,514	0	For
Pacer Funds Trust	263,492	0	For
John Hancock	213,886	0	For
EA Series Trust	57,176	0	For
ADVISORS SERIES TRUST	13,346	0	For
Allianz	13,080	0	For
JPMorgan	9,761	0	For
Managed Portfolio Series	9,452	0	For
Bridge Builder Trust	6,972	1,855	For
ETF Series Solutions	7,052	0	For
Northern Lights Fund Trust IV	5,828	0	For
GPS Funds I	936	0	For
WILSHIRE MUTUAL FUNDS INC	433	0	For
NORTHERN LIGHTS FUND TRUST II	360	0	For

17. To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on the Company's Board of Directors James G. Davis, Jr.

DIRECTOR ELECTIONS

99.0% fund support · no official result

FOR 99.0%

The 14 asset managers below cast 99.0% of the shares they voted on this item FOR (999,111 for, 10,032 against).

FOR: 999,111 (99.0%)AGAINST: 10,032 (1.0%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
Jackson National	405,514	0	For
Pacer Funds Trust	263,492	0	For
John Hancock	213,886	0	For
EA Series Trust	57,176	0	For
ADVISORS SERIES TRUST	13,346	0	For
Allianz	13,080	0	For
JPMorgan	9,761	0	For
Managed Portfolio Series	9,452	0	For
Bridge Builder Trust	6,972	1,855	For
ETF Series Solutions	4,703	2,349	For
Northern Lights Fund Trust IV	0	5,828	Against
GPS Funds I	936	0	For
WILSHIRE MUTUAL FUNDS INC	433	0	For
NORTHERN LIGHTS FUND TRUST II	360	0	For

18. To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on the Company's Board of Directors Latasha M. Akoma

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 100%

The 14 asset managers below cast 100% of the shares they voted on this item FOR (1,009,143 for, 0 against).

FOR: 1,009,143 (100.0%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Vote
Jackson National	405,514	For
Pacer Funds Trust	263,492	For
John Hancock	213,886	For
EA Series Trust	57,176	For
ADVISORS SERIES TRUST	13,346	For
Allianz	13,080	For
JPMorgan	9,761	For
Managed Portfolio Series	9,452	For
Bridge Builder Trust	8,827	For
ETF Series Solutions	7,052	For
Northern Lights Fund Trust IV	5,828	For
GPS Funds I	936	For
WILSHIRE MUTUAL FUNDS INC	433	For
NORTHERN LIGHTS FUND TRUST II	360	For

19. To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on the Company's Board of Directors M. Scott Culbreth

DIRECTOR ELECTIONS

99.2% fund support · no official result

FOR 99.2%

The 14 asset managers below cast 99.2% of the shares they voted on this item FOR (1,001,460 for, 7,683 against).

FOR: 1,001,460 (99.2%)AGAINST: 7,683 (0.8%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
Jackson National	405,514	0	For
Pacer Funds Trust	263,492	0	For
John Hancock	213,886	0	For
EA Series Trust	57,176	0	For
ADVISORS SERIES TRUST	13,346	0	For
Allianz	13,080	0	For
JPMorgan	9,761	0	For
Managed Portfolio Series	9,452	0	For
Bridge Builder Trust	6,972	1,855	For
ETF Series Solutions	7,052	0	For
Northern Lights Fund Trust IV	0	5,828	Against
GPS Funds I	936	0	For
WILSHIRE MUTUAL FUNDS INC	433	0	For
NORTHERN LIGHTS FUND TRUST II	360	0	For

20. To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on the Company's Board of Directors Vance W. Tang

DIRECTOR ELECTIONS

99.5% fund support · no official result

FOR 99.5%

The 14 asset managers below cast 99.5% of the shares they voted on this item FOR (1,004,939 for, 4,204 against).

FOR: 1,004,939 (99.6%)AGAINST: 4,204 (0.4%)

Largest asset managers voting on “To elect as directors the eight nominees listed in the attached proxy statement to serve a one-year term on th” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
Jackson National	405,514	0	For
Pacer Funds Trust	263,492	0	For
John Hancock	213,886	0	For
EA Series Trust	57,176	0	For
ADVISORS SERIES TRUST	13,346	0	For
Allianz	13,080	0	For
JPMorgan	9,761	0	For
Managed Portfolio Series	9,452	0	For
Bridge Builder Trust	6,972	1,855	For
ETF Series Solutions	4,703	2,349	For
Northern Lights Fund Trust IV	5,828	0	For
GPS Funds I	936	0	For
WILSHIRE MUTUAL FUNDS INC	433	0	For
NORTHERN LIGHTS FUND TRUST II	360	0	For

21. Advisory Vote on Say on Pay Frequency

SECTION 14A SAY-ON-PAY VOTES

— fund support · no official result

ONE YEAR 89%11%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ONE YEAR: 114,917 (88.8%)NOT VOTED: 14,470 (11.2%)

Largest asset managers voting on “Advisory Vote on Say on Pay Frequency” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
APG Asset Management US Inc.	0	0	0	0	One Year
JPMorgan	0	0	0	0	One Year
CLEARWATER INVESTMENT TRUST	0	0	0	0	One Year
Empower	0	0	0	0	Not Voted

22. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTES

46.0% fund support · no official result

FOR 41%AGAINST 47.9%11%

The 4 asset managers below cast 46.0% of the shares they voted on this item FOR (52,884 for, 62,033 against).

FOR: 52,884 (40.9%)AGAINST: 62,033 (47.9%)NOT VOTED: 14,470 (11.2%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Vote
APG Asset Management US Inc.	0	62,033	Against
JPMorgan	27,733	0	For
CLEARWATER INVESTMENT TRUST	25,151	0	For
Empower	0	0	Not Voted

23. Approve Omnibus Stock Plan

CAPITAL STRUCTURE

100% fund support · no official result

FOR 63%NOT VOTED 37%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (25,151 for, 0 against).

FOR: 25,151 (63.5%)NOT VOTED: 14,470 (36.5%)

Largest asset managers voting on “Approve Omnibus Stock Plan” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
CLEARWATER INVESTMENT TRUST	25,151	0	0	0	For
Empower	0	0	0	0	Not Voted

24. Ratify Ernst & Young LLP as Auditors

AUDIT-RELATED

100% fund support · no official result

FOR 63%NOT VOTED 37%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (25,151 for, 0 against).

FOR: 25,151 (63.5%)NOT VOTED: 14,470 (36.5%)

Largest asset managers voting on “Ratify Ernst & Young LLP as Auditors” at AMERICAN WOODMARK CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
CLEARWATER INVESTMENT TRUST	25,151	0	0	0	For
Empower	0	0	0	0	Not Voted

Largest AMERICAN WOODMARK CORP. shareholders voting in 2023-2024

Ranked by the number of AMERICAN WOODMARK CORP. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 16,376,579 shares outstanding at the time of that meeting.

Top AMERICAN WOODMARK CORP. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	BESSEMER TRUST CO	116.02%
2	BlackRock	15.63%
3	Vanguard	9.66%
4	Dimensional	6.64%
5	COOKE & BIELER LP	5.36%
6	State Street	5.29%
7	Wellington	3.97%
8	Charles Schwab	3.80%
9	Broad Run Investment Management, LLC	3.21%
10	HENNESSY FUNDS TRUST	2.91%

Reported AMERICAN WOODMARK CORP. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

AMERICAN WOODMARK CORP. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
BlackRock	13.82%	13F
Vanguard Group	7.73%	13F
Dimensional Fund Advisors	7.35%	13F
State Street	3.73%	13F
Wellington Management	3.04%	13F
Geode Capital	2.23%	13F
Charles Schwab	1.78%	13F
Invesco	1.67%	13F
Goldman Sachs	1.38%	13F
Northern Trust	1.26%	13F

Percentages above are of 16,376,579 shares outstanding, as reported by AMERICAN WOODMARK CORP. on its Form 10-K dated 2023-06-20 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from AMERICAN WOODMARK CORP.’s 10-K dated 2023-06-20. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At AMERICAN WOODMARK CORP.'s shareholder meeting held 2023-08-24, in the 2023-2024 proxy season, 240 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,555 separate fund positions. Their filings are grouped here into 24 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 cast 99.5% of the shares they voted in favour (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

AMERICAN WOODMARK CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.