---
schema_version: "secwatch.filing_event.v1"
accession: "0000794619-23-000012"
form_type: "8-K"
ticker: "AMWD"
cik: "0000794619"
company_name: "AMERICAN WOODMARK CORP"
filed_at: "2023-05-25T23:59:59+00:00"
generated_at: "2026-06-14T15:15:25.190567+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# Director Martha Hayes to retire after 28 years; Board size reduced to eight

## Summary
- Martha Hayes will not stand for re-election at the next annual shareholders meeting.
- She served on the Board for 28 years, including Compensation, Social Principles and Governance, and Sustainability committees.
- Board amended bylaws to decrease the number of directors from nine to eight effective May 24, 2023.
- Hayes' decision is not due to any disagreement with the Company on operations, policies, or practices.

## SEC filing metadata
- accession: 0000794619-23-000012
- form_type: 8-K
- ticker: AMWD
- cik: 0000794619
- company_name: AMERICAN WOODMARK CORP
- filed_at: 2023-05-25T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/794619/000079461923000012/0000794619-23-000012-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/794619/000079461923000012/amwd-20230524.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000794619-23-000012
- JSON: https://secwatch.observer/filing/0000794619-23-000012.json
- Plain text: https://secwatch.observer/filing/0000794619-23-000012.txt

## Key facts
- Executive change
  Martha Hayes departed as Director at AMERICAN WOODMARK CORP.
  - Action: declined to seek re-election
  - Role: Director
  source text: On May 24, 2023, the Board of Directors (the "Board") of American Woodmark Corporation (the "Company") received notice from Ms. Martha Hayes that she had declined to seek re-election to the Company’s Board at the Company’s next annual shareholders meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/794619/000079461923000012/0000794619-23-000012-index.htm
- Governance Changes
  AMERICAN WOODMARK CORP: Decreased the number of directors from nine to eight (effective 2023-05-24).
  - Change: bylaw amendment
  - Effective: 2023-05-24
  source text: On May 24, 2023, the Board approved an amendment to Article II, Section 2 of the Company's Bylaws. The amendment will decrease the number of directors of the Company from nine to eight.
  evidence_url: https://www.sec.gov/Archives/edgar/data/794619/000079461923000012/0000794619-23-000012-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.