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Share Name | Share Symbol | Market | Type |
---|---|---|---|
American Woodmark Corp | NASDAQ:AMWD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 92.08 | 81.00 | 146.40 | 0 | 09:09:47 |
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the
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Securities Exchange Act of 1934
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(Amendment No. )
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Filed by the Registrant [X]
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Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
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[ ] Preliminary Proxy Statement
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[ ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X] Definitive Proxy Statement
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[ ] Definitive Additional Materials
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[ ] Soliciting Material Pursuant to §240.14a-12
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American Woodmark Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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[X]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary materials.
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[ ]
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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To elect as directors the nine nominees listed in the attached proxy statement to serve a one-year term on the Company’s Board of Directors;
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2020;
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3.
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To approve on an advisory basis the Company’s executive compensation; and
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4.
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To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.
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By Order of the Board of Directors
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M. Scott Culbreth
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Secretary
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Annual Stockholders meeting
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Date
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August 22, 2019
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Time
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9:00 a.m. Eastern Daylight Time
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Place
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American Woodmark Corporation Corporate Office
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561 Shady Elm Road
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Winchester, Virginia 22602
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Record date
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June 21, 2019
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Voting
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Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
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Meeting Agenda
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Election of nine directors
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Ratification of KPMG LLP as our independent registered public accounting firm for fiscal year 2020
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Advisory approval of executive compensation
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Transact other business that may properly come before the meeting
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Voting Matter and Vote Recommendation
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Item
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Board recommendation
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Reasons for recommendations
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More information
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1.
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Election of nine directors
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FOR
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The Board and Corporate Governance Committee believe that the nine director nominees possess the skills and experience to effectively monitor performance, provide oversight, and advise management on the Company's long-term strategy.
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Page 4
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2.
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Ratification of KPMG LLP as our independent registered public accounting firm for fiscal year 2020
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FOR
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Based on the Audit Committee's assessment of KPMG's qualifications and performance, it believes that their retention for fiscal year 2020 is in the best interests of the Company.
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Page 37
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3.
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Advisory approval of executive compensation
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FOR
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The Company's executive compensation programs demonstrate the continuing evolution of the Company's pay for performance philosophy.
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Page 37
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•
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filing with the Secretary of the Company written notice of revocation which bears a later date than the date of the proxy;
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duly executing and filing with the Secretary of the Company a later dated proxy relating to the same shares; or
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attending the Annual Meeting and voting in person.
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“FOR” the election of the nine nominees for director named herein;
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“FOR” the ratification of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ended April 30, 2020 ("fiscal year 2020");
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“FOR” the approval on an advisory basis of the compensation of the Company’s named executive officers ("NEOs") as disclosed in this Proxy Statement; and
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In the proxies’ discretion on any other matters properly coming before the Annual Meeting or any adjournment thereof.
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Name
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Age
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Business Experience During the Last Five Years and Directorship(s) in Public Companies
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Director of Company Since
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Martha M. Hayes
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68
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Retired from her role as Vice President Customer Development, Sara Lee Corporation (a public company and manufacturer and marketer of consumer products) in 2006. Ms. Hayes’s experience with marketing, business development and customer relationships during her 30-year career in the consumer products industry provides the Board with an important perspective on customer issues and opportunities.
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1995
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James G. Davis, Jr.
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60
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President and Chief Executive Officer, James G. Davis Construction Corporation (a private commercial general contractor) from 1979 to present; Director, Provident Bankshares Corporation (a public company and financial institution) from October 2006 to July 2009. Mr. Davis’s career in the construction industry has been highlighted with leadership roles in operations. Mr. Davis’s experience as a chief executive officer of a construction company provides the Board with an important perspective.
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2002
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Daniel T. Hendrix
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64
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Chairman of Interface, Inc. (a public company and manufacturer of modular flooring products) from October 2011 to present; President and Chief Executive Officer, from July 2001 to March 2017; Director, Interface, Inc. from 1996 to present. Mr. Hendrix’s 30+ year career in the building products industry has been highlighted with leadership roles in finance and operations. Mr. Hendrix’s experience as a chief executive officer of a publicly traded company in the building products industry provides the Board with an important perspective.
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2005
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Carol B. Moerdyk
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69
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Company Lead Independent Director since 2019; Retired; Senior Vice President, International, OfficeMax Incorporated (a public company and office products retailer) from August 2004 to September 2007; Director, Libbey, Inc. (a public company and manufacturer of tableware) from 1998 to present. Ms. Moerdyk’s 30+ year career in industry has been highlighted with leadership roles in finance and operations. Ms. Moerdyk’s experience as a financial executive enables her to provide the Board with a valuable perspective.
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2005
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Andrew B. Cogan
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56
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Chairman and Chief Executive Officer, Knoll, Inc. (a public company and manufacturer of furnishings, textiles and fine leathers) from May 2018 to present; President and Chief Executive Officer, Knoll, Inc. from May 2016 to May 2018; Chief Executive Officer, Knoll, Inc. from April 2001 to May 2016; Director, Knoll, Inc. from 1996 to present. Director, Interface, Inc. from 2013 to present. Mr. Cogan’s 25+ year career in the manufacturing industry has been highlighted with leadership roles in design and marketing. Mr. Cogan’s experience as a chief executive officer of a publicly traded company provides the Board with a valuable perspective.
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2009
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Name
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Age
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Business Experience During the Last Five Years and Directorship(s) in Public Companies
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Director of Company Since
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Vance W. Tang
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52
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Retired; President and Chief Executive Officer of the U.S. subsidiary of KONE Corporation (a Finnish public company and a leading global provider of elevators and escalators) and Executive Vice President of KONE Corporation from 2007 to 2012; Director, Comfort Systems USA (a publicly traded provider of commercial and industrial heating, ventilation and air conditioning and building automation services) from December 2012 to present. Since 2012, Mr. Tang has served as President of VanTegrity Consulting providing leadership and strategy consulting to a range of clients. Mr. Tang’s 25+ year career in industry has been highlighted with leadership roles in operations. Mr. Tang’s former experience as a chief executive officer in the construction industry provides the Board with a valuable perspective.
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2009
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S. Cary Dunston
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54
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Company Chairman from August 2017 to present; Company Chief Executive Officer and President from August 2015 to present; Company President and Chief Operating Officer from August 2014 to August 2015; Company Executive Vice President and Chief Operating Officer from August 2013 to August 2014; Company Executive Vice President, Operations from September 2012 to August 2013; Company Senior Vice President, Manufacturing and Supply Chain Services from October 2006 to September 2012. Director, Pella Corporation (a privately-held manufacturer of windows and doors) from February 2018 to present. Mr. Dunston’s 20+ year career in the manufacturing industry has been highlighted with leadership roles in operations. Mr. Dunston’s role as the Company’s Chief Executive Officer will provide the Board with intimate knowledge of the Company’s operational performance.
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2014
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David W. Moon
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57
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Former Executive Vice President and President and Chief Operating Officer of Lennox International, Inc.'s (a public company and leading global provider of climate control solutions and manufacturer of products for the heating, ventilation, air conditioning and refrigeration markets) Worldwide Refrigeration Segment since August 2006. Mr. Moon's career has been highlighted with leadership roles in operations. Mr. Moon's operations experience with a publicly traded manufacturing company provides the Board with a valuable perspective.
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2015
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Teresa M. May
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54
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Senior Vice President and Chief Marketing Officer of Asurion (a leading provider of value-added subscriber services to the wireless, retail and pay TV industries) since May 2018; Vice President of Owens Corning (a public company and global leader in insulation, roofing, and fiberglass composite materials). Ms. May's career has been highlighted with leadership roles in marketing. Ms. May's marketing experience provides the Board with a valuable perspective.
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2018
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•
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each candidate must be an individual that has consistently demonstrated the highest character and integrity;
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each candidate must have demonstrated professional and managerial proficiency, an openness to new and unfamiliar experiences and the ability to work in a team environment;
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each candidate must be free of any conflicts of interest which would violate applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
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each candidate should possess substantial and significant experience which would be of particular relevance to the Company and its shareholders in the performance of the duties of a director; and
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each candidate must demonstrate commitment to the responsibilities of being a director, including the investment of the time, energy and focus required to carry out the duties of a director.
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the name and address of the shareholder making the nomination;
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•
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a representation that the shareholder is a record holder of the Company’s common stock entitled to vote at the meeting and, if necessary, would appear in person or by proxy at the meeting to nominate the person or persons specified in the nomination;
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a description of all arrangements or understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder;
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such other information regarding the nominee as would be required to be included in a proxy statement filed under the proxy rules of the SEC if the director nominee were to be nominated by the Board of Directors;
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information regarding the nominee’s independence as defined by applicable NASDAQ listing standards; and
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the consent of the nominee to serve as a director of the Company if elected.
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Mr. S. Cary Dunston, Chairman and Chief Executive Officer;
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Mr. M. Scott Culbreth, Senior Vice President and Chief Financial Officer;
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Mr. R. Perry Campbell, Senior Vice President Sales and Marketing; and
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Mr. Robert J. Adams, Jr., Senior Vice President Value Stream Operations.
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base salary;
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annual performance-based cash bonus;
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annual employee profit sharing; and
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retirement and health and welfare benefits.
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long-term incentive awards in the form of RSUs.
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other benefits, which includes the ability to purchase products at a discounted price, and
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a medical exam from a nationally recognized medical clinic.
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the scope of their responsibilities;
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the complexity of the tasks associated with their position within the Company;
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their skill set; and
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their performance.
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“Threshold” representing the minimum level of achievement in order to qualify for payment;
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“Target” representing performance consistent with demanding expectations to qualify for a payout of 60% of the maximum; and
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“Superior” representing outstanding performance against demanding expectations to achieve 100% of the maximum.
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(dollar amounts in millions)
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Adjusted EBITDA (1)
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Goals
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Actual
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Fiscal Year
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Threshold
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Target
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Superior
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2019
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$212.3
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$251.7
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$272.7
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$244.9
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(1)
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Adjusted EBITDA is a non-GAAP financial measure. The Company defines adjusted EBITDA as net income determined in accordance with GAAP adjusted to exclude (1) income tax expense, (2) interest (income) expense, net, (3) depreciation and amortization expense, (4) amortization of customer relationship intangibles and trademarks, (5) expenses related to the RSI acquisition and subsequent restructuring charges, (6) inventory step-up amortization due to the increase in the fair value of inventory acquired through the RSI acquisition, (7) stock-based compensation expense, (8) gain/loss on asset disposals, (9) unrealized gain/loss on foreign exchange forward contracts, and (10) net gain on debt forgiveness and modification.
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Goals
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Actual
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Threshold
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Target
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Superior
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Performance
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Performance Measure
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Adjusted earnings per share (1)
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$
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5.31
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$
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6.96
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$
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7.85
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$
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6.91
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Return on equity
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9.2
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%
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13.9
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%
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16.4
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%
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13.9
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%
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(1)
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Adjusted earnings per share is a non-GAAP financial measure. The Company defines adjusted EPS as diluted earnings per share determined in accordance with GAAP adjusted to exclude the per share impact of (1) expenses related to the RSI acquisition and subsequent restructuring charges, (2) inventory step-up amortization due to the increase in the fair value of inventory acquired through the RSI acquisition, (3) the amortization of customer relationship intangibles and trademarks, (4) net gain on debt forgiveness and modification and (5) the tax benefit of RSI acquisition expenses and subsequent restructuring charges, the inventory step-up amortization, the net gain on debt forgiveness and modification and the amortization of customer relationship intangibles and trademarks.
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Performance Attainment
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Weighting Factor
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Weighted Performance
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FY19 Performance-Based Goals (Actual)
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59.1%
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X
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15%
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=
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8.9%
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FY20 Performance-Based Goals (Target)
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60%
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X
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15%
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=
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9.0%
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FY21 Performance-Based Goals (Target)
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60%
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X
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15%
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=
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9.0%
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Potential Earned and Vested Performance-Based RSUs
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26.9%
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Potential Earned and Vested Cultural-Based RSUs (Target)
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60%
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X
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20%
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=
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12.0%
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Potential Vested Service-Based RSUs
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N/A
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35.0%
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Total Potential Vested Portion of RSU Awards
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73.9%
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Performance Attainment
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Weighting Factor
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Weighted Performance
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FY18 Performance-Based Goals (Actual)
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25.5%
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X
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15%
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=
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3.8%
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FY19 Performance-Based Goals (Actual)
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59.1%
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X
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15%
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=
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8.9%
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FY20 Performance-Based Goals (Target)
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60%
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X
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15%
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=
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9.0%
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Potential Earned and Vested Performance-Based RSUs
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21.7%
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Potential Earned and Vested Cultural-Based RSUs (Target)
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60%
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X
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20%
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=
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12.0%
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Potential Vested Service-Based RSUs
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N/A
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35.0%
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Total Potential Vested Portion of RSU Awards
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68.7%
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Performance Attainment
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Weighting Factor
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Weighted Performance
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FY17 Performance-Based Goals (Actual)
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100%
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X
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15%
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=
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15.0%
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FY18 Performance-Based Goals (Actual)
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25.5%
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X
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15%
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=
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3.8%
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FY19 Performance-Based Goals (Actual)
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59.1%
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X
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15%
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=
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8.9%
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Earned and Vested Performance-Based RSUs
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27.7%
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Earned and Vested Cultural-Based RSUs (Actual)
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72.5%
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X
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20%
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=
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14.5%
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Vested Service-Based RSUs
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N/A
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35.0%
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Total Vested Portion of RSU Awards
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77.2%
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Fiscal
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Stock Awards
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Option Awards
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Non-equity Incentive Plan Compensation
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Change in Pension Value
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All Other Compensation
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Name & Principal Position
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Year
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Salary
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Bonus
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1
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2
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3
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4
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Total
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S. Cary Dunston
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2019
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$792,366
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$0
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$1,356,401
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$0
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$843,200
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$9,218
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$18,204
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$3,019,389
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President and
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2018
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640,442
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0
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715,407
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0
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0
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3,006
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21,239
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1,380,094
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Chief Executive Officer
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2017
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587,311
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0
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609,868
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0
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855,773
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1,189
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17,114
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2,071,255
|
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|||||||
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M. Scott Culbreth
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2019
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426,004
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0
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555,171
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0
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274,040
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0
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16,156
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1,271,371
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|||||||
Senior Vice President and
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2018
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362,539
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0
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264,507
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0
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0
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0
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15,075
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642,121
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|||||||
Chief Financial Officer
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2017
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320,493
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0
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213,790
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0
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316,377
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0
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14,826
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865,486
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|||||||
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R. Perry Campbell
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2019
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343,366
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0
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440,621
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0
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217,620
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10,428
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24,573
|
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1,036,608
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|||||||
Senior Vice President
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2018
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312,835
|
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0
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247,844
|
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0
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0
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3,414
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18,138
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582,231
|
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|||||||
Sales and Marketing
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2017
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311,681
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0
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225,667
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0
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296,649
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1,356
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|
18,702
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854,055
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|||||||
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||||||||||||||
Robert J. Adams
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2019
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324,464
|
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0
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430,603
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0
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212,660
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4,725
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19,920
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|
992,372
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|||||||
Senior Vice President
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2018
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275,038
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0
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214,447
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0
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0
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1,502
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|
15,192
|
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506,179
|
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|||||||
Value Stream Operations
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2017
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266,198
|
|
0
|
187,970
|
|
0
|
|
256,390
|
|
577
|
|
15,979
|
|
727,114
|
|
1
|
This column represents the grant date fair value of RSU awards calculated in accordance with FASB ASC Topic 718. For a discussion of the terms of the RSUs granted in fiscal year 2019, see Restricted Stock Units beginning on page 16. Of the amounts reported in this column for fiscal year 2019, $713,687 for Mr. Dunston, $292,110 for Mr. Culbreth, $231,796 for Mr. Campbell, and $226,567 for Mr. Adams are attributable to performance-based and cultural-based RSU awards. These awards are reported based on the actual outcome of the performance conditions for fiscal year 2019 and target achievement (60%) for Company performance for fiscal years 2020 and 2021 and for the cultural-based RSUs. Assuming the highest level of performance will be achieved for the performance-based and cultural-based components of the grant in fiscal year 2019, the amounts attributable to the performance-based and cultural-based RSUs would be: $1,193,611 for Mr. Dunston; $488,541 for Mr. Culbreth; $387,668 for Mr. Campbell; and $378,924 for Mr. Adams. For information on the valuation assumptions with respect to the RSU grants for fiscal year 2019, refer to Note I – Stock-Based Compensation in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended April 30, 2019.
|
2
|
Amounts in this column reflect the annual cash incentive compensation paid to the NEOs for fiscal years 2019, 2018 and 2017.
|
3
|
This column represents the change in the present value of accumulated benefits under the Salaried Pension Plan during fiscal year 2019 (from May 1, 2018 to April 30, 2019), fiscal year 2018 (from May 1, 2017 to April 30, 2018), and fiscal year 2017 (from May 1, 2016 to April 30, 2017). See the Pension Plan Benefits table on page 25 for additional information. Mr. Culbreth does not participate in the Salaried Pension Plan as he was hired after the plan was frozen. Since the plan was frozen at the end of fiscal year 2012, changes in pension value from year to year are due solely to changes in actuarial factors and not additional benefit accruals. The Company does not provide any above-market or preferential earnings on nonqualified deferred compensation under the Pension Restoration Plan.
|
4
|
See the All Other Compensation table below for additional information.
|
|
Company Contributions to Retirement Savings Plan
|
Other
|
|
||||||
Name
|
1
|
2
|
Total
|
||||||
S. Cary Dunston
|
|
$13,573
|
|
|
$4,631
|
|
|
$18,204
|
|
M. Scott Culbreth
|
12,243
|
|
3,913
|
|
16,156
|
|
|||
R. Perry Campbell
|
11,973
|
|
12,600
|
|
24,573
|
|
|||
Robert J. Adams
|
12,329
|
|
7,591
|
|
19,920
|
|
1
|
These amounts represent matching 401(k) and profit-sharing contributions made to the NEOs’ respective Retirement Savings Plan accounts.
|
2
|
These amounts reflect payments of insurance premiums paid for supplemental life insurance, costs associated with medical exams from a nationally recognized medical clinic and discounts received on the purchase of Company products. For Mr. Dunston, $828 represents insurance premiums paid for supplemental life insurance and $3,803 represents costs associated with medical exams. For Mr. Culbreth, $540 represents insurance premiums paid for supplemental life insurance and $3,373 represents costs associated with medical exams. For Mr. Campbell, $808 represents insurance premiums paid for supplemental life insurance and $11,792 represents costs associated with medical exams. For Mr. Adams, $757 represents insurance premiums paid for supplemental life insurance, $4,172 represents costs associated with medical exams and $2,663 represents the value of discounts on cabinet purchases.
|
|
Grant
|
|
Estimated Possible Payout Under Non-Equity Incentive Plan Awards
|
|
Estimated Possible Payouts Under Performance-Based and Cultural-Based Restricted Stock Units (# of Shares)
|
|
All Other Awards: Number of Restricted Stock Units
|
|
Grant Date Fair Value of Restricted Stock Unit Awards
|
||||||||||||||||
Name
|
Date
|
|
1
|
|
2
|
|
3
|
|
4
|
||||||||||||||||
|
|
|
Threshold
|
|
Target
|
|
Superior
|
|
Threshold
|
|
Target
|
|
Superior
|
|
|
|
|
||||||||
S. Cary
|
n/a
|
|
$
|
0
|
|
|
$
|
1,020,000
|
|
|
$
|
1,700,000
|
|
|
|
|
|
|
|
|
|
|
|
||
Dunston
|
06/04/18
|
|
|
|
|
|
|
|
0
|
|
6,880
|
|
11,466
|
|
6,174
|
|
$
|
1,356,401
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
M. Scott
|
n/a
|
|
$
|
0
|
|
|
$
|
331,500
|
|
|
$
|
552,500
|
|
|
|
|
|
|
|
|
|
|
|
||
Culbreth
|
06/04/18
|
|
|
|
|
|
|
|
0
|
|
2,816
|
|
4,693
|
|
2,527
|
|
$
|
555,171
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
R. Perry
|
n/a
|
|
$
|
0
|
|
|
$
|
263,250
|
|
|
$
|
438,750
|
|
|
|
|
|
|
|
|
|
|
|
||
Campbell
|
06/04/18
|
|
|
|
|
|
|
|
0
|
|
2,234
|
|
3,724
|
|
2,006
|
|
$
|
440,621
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Robert J.
|
n/a
|
|
$
|
0
|
|
|
$
|
257,250
|
|
|
$
|
428,750
|
|
|
|
|
|
|
|
|
|
|
|
||
Adams
|
06/04/18
|
|
|
|
|
|
|
|
0
|
|
2,184
|
|
3,640
|
|
1,960
|
|
$
|
430,603
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
The amounts displayed in these columns reflect the threshold, target and superior payouts under the fiscal year 2019 Annual Cash Bonus program described in the Compensation Discussion and Analysis based upon annual salary rates as of the last day of fiscal year 2019. The amounts actually paid under this program for fiscal year 2019 are reflected in the Summary Compensation Table. Attainment of Company-wide goals for adjusted EBITDA was the only determinant of the amount of bonus paid. Mr. Dunston's potential bonus payment ranged from 0% to 200% of his ending fiscal year 2019 annual base salary, with a target of 120%. Messrs. Culbreth, Campbell and Adams had potential bonus payments of 0% to 125% of their respective base salaries, with a target of 75%. The Company’s specific adjusted EBITDA goals for fiscal year 2019 are described in the Compensation Discussion and Analysis beginning on page 15, under the heading “Company Goals”.
|
2
|
These columns reflect the threshold, target and superior potential number of shares of the Company’s common stock that could be issued under performance-based and cultural-based RSUs that each NEO received during fiscal year 2019. Based upon Company performance for fiscal year 2019 and target achievement (60%) for Company performance for fiscal years 2020 and 2021 and for the cultural-based RSUs, the actual numbers of shares that the NEOs may earn under the performance-based and cultural-based RSUs if they remain continuously employed through June 4, 2021 are: 6,856 for Mr. Dunston, 2,806 for Mr. Culbreth, 2,227 for Mr. Campbell, and 2,176 for Mr. Adams. If the executive terminates employment prior to the vesting date, and after the committee has completed its performance evaluation, due to retirement, death or disability, the executive receives a pro rata portion of the award based upon the executive’s service from the grant date to the date of termination. At the time the grants are made, the potential payouts are performance-driven and, therefore, completely at risk. The Plan measurements for determining the number of earned RSUs are described in the Compensation Discussion and Analysis under the heading “Restricted Stock Units” beginning on page 16.
|
3
|
This column reflects the number of RSUs granted to each NEO during fiscal year 2019 that were subject to service-based vesting conditions alone. These RSUs are payable on June 4, 2021 if the NEO remains continuously employed through that date. If the executive terminates employment prior to the vesting date due to retirement, death or disability, the executive receives a pro rata portion of the award based upon the executive’s service from the grant date to the date of termination.
|
4
|
This column reflects the full grant date fair value of the RSUs granted in fiscal year 2019 computed in accordance with FASB ASC Topic 718. The grant date fair value of the RSUs subject to performance-based and cultural-based vesting is calculated based upon actual Company performance for fiscal year 2019 and target achievement (60%) for Company performance for fiscal years 2020 and 2021 and for the cultural-based RSUs.
|
|
Grant
|
|
Number of Securities Underlying Unexercised Options
|
|
Number of Securities Underlying Unexercised Options
|
|
Stock Option Exercise
|
|
Stock Option Expiration
|
|
Number of Restricted Stock Units that have Not Yet Vested
|
|
Market Value of Restricted Stock Units that have Not Yet Vested
|
|
Equity Incentive Plan Awards: Number of Unearned Restricted Stock Units that have Not Yet Vested
|
|
Equity Incentive Plan Awards: Market Value of Unearned Restricted Stock Units that have Not Yet Vested
|
|||||||
Name
|
Date
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Date
|
|
1
|
|
2
|
|
3
|
|
2
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
S. Cary
|
06/04/18
|
|
|
|
|
|
|
|
|
|
7,738
|
|
$
|
695,878
|
|
|
8,820
|
|
|
$
|
793,183
|
|
||
Dunston
|
06/02/17
|
|
|
|
|
|
|
|
|
|
|
5,108
|
|
$
|
459,362
|
|
|
3,749
|
|
|
$
|
337,148
|
|
|
|
06/07/16
|
|
|
|
|
|
|
|
|
|
|
9,116
|
|
$
|
819,802
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
M. Scott
|
06/04/18
|
|
|
|
|
|
|
|
|
|
3,167
|
|
$
|
284,808
|
|
|
3,610
|
|
|
$
|
324,647
|
|
||
Culbreth
|
06/02/17
|
|
|
|
|
|
|
|
|
|
|
1,888
|
|
$
|
169,788
|
|
|
1,386
|
|
|
$
|
124,643
|
|
|
|
06/07/16
|
|
|
|
|
|
|
|
|
|
|
3,195
|
|
$
|
287,326
|
|
|
—
|
|
|
$
|
—
|
|
|
|
06/05/15
|
|
1,467
|
|
0
|
|
$
|
57.11
|
|
|
06/05/25
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R. Perry
|
06/04/18
|
|
|
|
|
|
|
|
|
|
2,514
|
|
$
|
226,084
|
|
|
2,865
|
|
|
$
|
257,649
|
|
||
Campbell
|
06/02/17
|
|
|
|
|
|
|
|
|
|
|
1,770
|
|
$
|
159,176
|
|
|
1,299
|
|
|
$
|
116,819
|
|
|
|
06/07/16
|
|
|
|
|
|
|
|
|
|
|
3,374
|
|
$
|
303,424
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Robert J.
|
06/04/18
|
|
|
|
|
|
|
|
|
|
2,456
|
|
$
|
220,868
|
|
|
2,800
|
|
|
$
|
251,804
|
|
||
Adams
|
06/02/17
|
|
|
|
|
|
|
|
|
|
|
1,531
|
|
$
|
137,683
|
|
|
1,124
|
|
|
$
|
101,081
|
|
|
|
06/07/16
|
|
|
|
|
|
|
|
|
|
|
2,810
|
|
$
|
252,685
|
|
|
—
|
|
|
$
|
—
|
|
|
|
06/05/15
|
|
3,700
|
|
0
|
|
$
|
57.11
|
|
|
06/05/25
|
|
|
|
|
|
|
|
|
|
1
|
This column reflects the FY17 awards actually earned (scheduled to vest on June 7, 2019) and the unvested service-based component of the FY18 and FY19 awards (scheduled to vest on June 2, 2020 and June 4, 2021, respectively); the unvested FY18 and FY19 performance-based component that has been earned under the FY18 awards (scheduled to vest on June 2, 2020); and the unvested FY19 performance-based component that has been earned under the FY19 awards (scheduled to vest on June 4, 2021).
|
2
|
Based on the closing price per share of the Company’s common stock as of the last day of fiscal year 2019, April 30, 2019, which was $89.93.
|
3
|
This column reflects the unearned FY20 performance-based component and cultural component of the FY18 awards (scheduled to vest on June 2, 2020) and the unearned FY20 and FY21 performance-based components and cultural component of the FY19 awards (scheduled to vest on June 4, 2021), in each case at maximum performance.
|
|
Option Awards
|
|
Stock Awards
|
||||||||
|
Number of Shares Acquired on Exercise
|
|
Value Realized on Exercise
|
|
Number of Shares Acquired on Vesting
|
|
Value Realized on Vesting
|
||||
|
1
|
|
2
|
|
3
|
|
4
|
||||
S. Cary Dunston
|
4,534
|
|
|
$206,478
|
|
|
10,116
|
|
|
$1,028,291
|
|
M. Scott Culbreth
|
0
|
|
0
|
|
|
3,248
|
|
330,159
|
|
||
R. Perry Campbell
|
1,467
|
|
66,515
|
|
|
3,248
|
|
330,159
|
|
||
Robert J. Adams
|
0
|
|
0
|
|
|
2,692
|
|
273,642
|
|
1
|
This column represents the number of securities for which the options were exercised. There were no shares withheld for payment of taxes.
|
2
|
This column represents the difference between the market price of the underlying securities at exercise less the exercise price.
|
3
|
This column represents the gross number of shares of RSUs that vested, consisting in each case of RSUs that were originally granted in June 2015 and which vested in June 2018.
|
4
|
This column represents the value of the RSUs that vested on the date the shares were transferred, which was the closing price of the Company stock on the transfer date.
|
|
|
Number of Years
|
Present Value of Accumulated Benefit
|
||
|
Pension Plan Name
|
Credited Service
|
1
|
||
S. Cary Dunston
|
Salaried Pension Plan
|
5.5
|
|
$140,177
|
|
R. Perry Campbell
|
Salaried Pension Plan
|
7.9
|
158,789
|
|
|
Robert J. Adams
|
Salaried Pension Plan
|
3.8
|
71,254
|
|
1
|
The accumulated benefit is based on service and earnings (base salary and bonus, as described above) considered by the Salaried Pension Plan for the period through April 30, 2012 (the date on which the Salaried Pension Plan was frozen). The present value of accumulated benefit has been calculated assuming the NEOs begin receiving their benefits at age 65. As described in Note J – Employee Benefit and Retirement Plans in the Notes to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended April 30, 2019, the interest assumption is 4.02%. The post-retirement mortality assumption is based on the RP-2014 Mortality Table with generational scale MP-2018 mortality improvement.
|
|
Nonqualified Deferred Compensation
|
|||||||||||
|
Company Contributions
|
Aggregate Earnings in FY 2019
|
Withdrawals/ Distribution in
|
Aggregate Balance at
|
||||||||
|
in FY 2019
|
1
|
FY 2019
|
April 30, 2019
|
||||||||
S. Cary Dunston
|
|
$0
|
|
|
$12,839
|
|
|
$0
|
|
|
$226,910
|
|
1
|
Earnings were credited to the account of Mr. Dunston based upon his respective investment choices. These earnings were not included in the Summary Compensation Table.
|
|
•
|
|
the greater of his annual base salary at the time of termination or the largest base salary in effect during the term of his agreement, and
|
|
•
|
|
an amount equal to 90% of Mr. Dunston's base salary.
|
|
•
|
|
the greater of his annual base salary at the time of termination, a change in control, or his largest base salary in effect during the term of his agreement, and
|
|
•
|
|
an amount equal to the greater of the average of bonuses paid for the three preceding fiscal years or 60% of his maximum eligible annual cash bonuses for the year of termination.
|
|
•
|
|
his base salary is reduced,
|
|
•
|
|
he is not in good faith considered for a bonus,
|
|
•
|
|
he is not in good faith considered for other executive compensation benefits,
|
|
•
|
|
his place of employment is relocated to a location further than 50 miles from his current place of employment, or
|
|
•
|
|
his working conditions or management responsibilities are substantially diminished (other than on account of disability).
|
|
Termination Event
|
|||||||||||
|
Qualifying Termination in Connection with a Change in Control
|
Termination by Company Without Cause (No Change In
|
Retirement,Death or
|
Voluntary Termination (No Change In Control)/Termination by Company
|
||||||||
Payment Type
|
1
|
Control)
|
Disability
|
for Cause
|
||||||||
Base Salary
|
|
$2,541,500
|
|
|
$1,700,000
|
|
|
$0
|
|
|
$0
|
|
Annual Bonus
|
3,049,800
|
|
2,040,000
|
|
0
|
|
0
|
|
||||
COBRA Reimbursement
|
17,215
|
|
17,215
|
|
0
|
|
0
|
|
||||
Accelerated RSU Vesting
|
3,105,373
|
|
0
|
|
1,248,278
|
|
0
|
|
||||
Total
|
|
$8,713,889
|
|
|
$3,757,215
|
|
|
$1,248,278
|
|
|
$0
|
|
1
|
The cash payments would be triggered by termination of employment by Mr. Dunston for any reason during the two-year period following a change in control or termination of his employment by the Company without cause within three months before or two years after a change in control. Mr. Dunston’s unvested RSUs will fully vest upon any termination by the Company without cause or termination by Mr. Dunston for good reason at any time on or after a change in control.
|
|
Termination Event
|
|||||||||||
|
Qualifying Termination in Connection with a Change in Control
|
Termination by Company Without Cause (No Change In
|
Retirement,Death or
|
Voluntary Termination (No Change In Control)/Termination by Company
|
||||||||
Payment Type
|
1
|
Control)
|
Disability
|
for Cause
|
||||||||
Base Salary
|
|
$884,000
|
|
|
$442,000
|
|
|
$0
|
|
|
$0
|
|
Annual Bonus
|
663,000
|
|
0
|
|
0
|
|
0
|
|
||||
COBRA Reimbursement
|
12,200
|
|
12,200
|
|
0
|
|
0
|
|
||||
Accelerated RSU Vesting
|
1,191,213
|
|
0
|
|
454,236
|
|
0
|
|
||||
Total
|
|
$2,750,413
|
|
|
$454,200
|
|
|
$454,236
|
|
|
$0
|
|
1
|
The cash payments would be triggered by termination of employment by Mr. Culbreth for good reason within the one-year period after a change in control or termination of his employment by the Company without cause within three months before or one year after a change in control. Mr. Culbreth's unvested RSUs will fully vest upon any termination by the Company without cause or termination by Mr. Culbreth for good reason at any time on or after a change in control.
|
|
Termination Event
|
|||||||||||
|
Qualifying Termination in Connection with a Change in Control
|
Termination by Company Without Cause (No Change In
|
Retirement,Death or
|
Voluntary Termination (No Change In Control)/Termination by Company
|
||||||||
Payment Type
|
1
|
Control)
|
Disability
|
for Cause
|
||||||||
Base Salary
|
|
$702,000
|
|
|
$351,000
|
|
|
$0
|
|
|
$0
|
|
Annual Bonus
|
526,500
|
|
0
|
|
0
|
|
0
|
|
||||
COBRA Reimbursement
|
11,740
|
|
11,740
|
|
0
|
|
0
|
|
||||
Accelerated RSU Vesting
|
1,063,152
|
|
0
|
|
446,642
|
|
0
|
|
||||
Total
|
|
$2,303,392
|
|
|
$362,740
|
|
|
$446,642
|
|
|
$0
|
|
1
|
The cash payments would be triggered by termination of employment by Mr. Campbell for good reason within the one-year period after a change in control or termination of his employment by the Company without cause within three months before or one year after a change in control. Mr. Campbell's unvested RSUs will fully vest upon any termination by the Company without cause or termination by Mr. Campbell for good reason at any time on or after a change in control.
|
|
Termination Event
|
|||||||||||
|
Qualifying Termination in Connection with a Change in Control
|
Termination by Company Without Cause (No Change In
|
Retirement,Death or
|
Voluntary Termination (No Change In Control)/Termination by Company
|
||||||||
Payment Type
|
1
|
Control)
|
Disability
|
for Cause
|
||||||||
Base Salary
|
|
$686,000
|
|
|
$343,000
|
|
|
$0
|
|
|
$0
|
|
Annual Bonus
|
514,500
|
|
0
|
|
0
|
|
0
|
|
||||
COBRA Reimbursement
|
11,937
|
|
11,937
|
|
0
|
|
0
|
|
||||
Accelerated RSU Vesting
|
964,140
|
|
0
|
|
384,156
|
|
0
|
|
||||
Total
|
|
$2,176,577
|
|
|
$354,937
|
|
|
$384,156
|
|
|
$0
|
|
1
|
The cash payments would be triggered by termination of employment by Mr. Adams for good reason within the one-year period after a change in control or termination of his employment by the Company without cause within three months before or one year after a change in control. Mr. Adams' unvested RSUs will fully vest upon any termination by the Company without cause or termination by Mr. Adams for good reason at any time on or after a change in control.
|
Median Employee Annual Total Compensation
|
$41,539
|
PEO Annual Total Compensation
|
$3,034,678
|
Ratio of PEO to Median Employee Annual Total Compensation
|
73.1:1
|
|
Vance W. Tang, Chair
|
|
Martha M. Hayes
|
|
David W. Moon
|
|
•
|
|
compensation should fairly pay non-management directors for work required for the Company’s size and scope,
|
|
•
|
|
compensation should align non-management directors’ interests with the long-term interests of shareholders, and
|
|
•
|
|
the structure of the compensation should be simple, transparent, and easy for shareholders to understand.
|
|
Director Fees Paid In Cash
|
Director RSUs
|
|
||||||
Name of Director
|
1
|
2
|
Total
|
||||||
Andrew B. Cogan
|
$
|
85,000
|
|
$
|
67,199
|
|
$
|
152,199
|
|
James G. Davis, Jr.
|
80,000
|
|
67,199
|
|
147,199
|
|
|||
Martha M. Hayes
|
70,000
|
|
67,199
|
|
137,199
|
|
|||
Daniel T. Hendrix
|
70,000
|
|
67,199
|
|
137,199
|
|
|||
Teresa M. May (3)
|
35,000
|
|
0
|
|
35,000
|
|
|||
Carol B. Moerdyk
|
70,000
|
|
67,199
|
|
137,199
|
|
|||
David W. Moon
|
70,000
|
|
67,199
|
|
137,199
|
|
|||
Vance W. Tang
|
80,000
|
|
67,199
|
|
147,199
|
|
1
|
This column reflects the amount of cash compensation earned during fiscal year 2019 for Board and committee service.
|
2
|
This column represents the dollar amounts of the aggregate grant date fair value of the Director RSUs granted during fiscal year 2019 in accordance with FASB ASC Topic 718. These grants were all made on August 23, 2018, and the grant date fair value at the time of the grant is the number of Director RSUs multiplied by the closing price of the Company’s stock on the date of grant, which was $81.95. As of April 30, 2019, each director (other than Ms. May) held 1,450 unvested RSUs.
|
3
|
Ms. May was elected by the Board on November 27, 2018.
|
Name
|
Number of Shares Beneficially Owned
|
Aggregate Percent of Class
|
|
Martha M. Hayes (1)
|
41,470
|
*
|
|
S. Cary Dunston (2)
|
39,459
|
*
|
|
James G. Davis, Jr. (3)
|
19,883
|
*
|
|
Carol B. Moerdyk (4)
|
15,670
|
*
|
|
Vance W. Tang (5)
|
13,170
|
*
|
|
Robert J. Adams (6)
|
12,225
|
*
|
|
M. Scott Culbreth (7)
|
8,427
|
*
|
|
R. Perry Campbell
|
7,774
|
*
|
|
Daniel T. Hendrix (8)
|
7,155
|
*
|
|
Andrew B. Cogan (9)
|
4,970
|
*
|
|
David W. Moon (10)
|
1,470
|
*
|
|
Teresa M. May
|
0
|
*
|
|
All directors and executive officers as a group (12 persons) (11)
|
171,673
|
1.0
|
%
|
*
|
Indicates less than 1%.
|
(1)
|
Includes 500 shares held by Ms. Hayes as Trustee for the R.M. Dally Family Trust, for which Ms. Hayes has shared voting and dispositive power. Includes 630 shares that may be acquired upon the conversion of RSUs within 60 days after June 21, 2019 if Ms. Hayes continuously serves on the board of directors through the maturity date for the RSUs.
|
(2)
|
Includes 28,050 shares held jointly by Mr. Dunston and his spouse, for which Mr. Dunston has shared voting and dispositive power.
|
(3)
|
Includes 630 shares that may be acquired upon the conversion of RSUs within 60 days after June 21, 2019 if Mr. Davis continuously serves on the board of directors through the maturity date for the RSUs.
|
(4)
|
Includes 14,200 shares held by Ms. Moerdyk as Trustee for the Greene-Moerdyk Revocable Trust, for which Ms. Moerdyk has shared voting and dispositive power. Includes 630 shares that may be acquired upon the conversion of RSUs within 60 days after June 21, 2019 if Ms. Moerdyk continuously serves on the board of directors through the maturity date for the RSUs.
|
(5)
|
Includes 10,540 shares held by Mr. Tang as Trustee for the Tang Family Trust, for which Mr. Tang has shared voting and dispositive power. Includes 630 shares that may be acquired upon the conversion of RSUs within 60 days after June 21, 2019 if Mr. Tang continuously serves on the board of directors through the maturity date for the RSUs.
|
(6)
|
Includes stock options exercisable on June 21, 2019 or within 60 days thereafter by Mr. Adams for 3,700 shares.
|
(7)
|
Includes 4,946 shares held jointly by Mr. Culbreth and his spouse for The Culbreth Family Revocable Joint Trust, for which Mr. Culbreth has shared voting and dispositive power. Includes stock options exercisable on June 21, 2019 or within 60 days thereafter by Mr. Culbreth for 1,467 shares.
|
(8)
|
Includes 630 shares that may be acquired upon the conversion of RSUs within 60 days after June 21, 2019 if Mr. Hendrix continuously serves on the board of directors through the maturity date for the RSUs.
|
(9)
|
Includes 630 shares that may be acquired upon the conversion of RSUs within 60 days after June 21, 2019 if Mr. Cogan continuously serves on the board of directors through the maturity date for the RSUs.
|
(10)
|
Includes 630 shares that may be acquired upon the conversion of RSUs within 60 days after June 21, 2019 if Mr. Moon continuously serves on the board of directors through the maturity date for the RSUs.
|
(11)
|
Includes stock options exercisable on June 21, 2019 or within 60 days thereafter for an aggregate of 5,167 shares and 4,410 shares that may be acquired upon the conversion of RSUs within 60 days after June 21, 2019 if the director continuously serves on the board of directors through the maturity date for their respective RSUs.
|
Name
|
Number of Shares Beneficially Owned
|
Aggregate Percent of Class (6)
|
|
|
|
BlackRock, Inc. (1)
|
2,261,740
|
13.1%
|
55 East 52nd Street
|
|
|
New York, NY 10055
|
|
|
|
|
|
Broad Run Investments Management, LLC (2)
|
1,874,584
|
10.9%
|
1530 Wilson Blvd, Suite 530
|
|
|
Arlington, VA 22209
|
|
|
|
|
|
The Vanguard Group (3)
|
1,286,663
|
7.5%
|
100 Vanguard Blvd.
|
|
|
Malvern, PA 19355
|
|
|
|
|
|
Wellington Management Group LLP (4)
|
1,237,015
|
7.2%
|
c/o Wellington Management Company LLP
|
|
|
280 Congress Street
|
|
|
Boston, MA 02210
|
|
|
|
|
|
William F. Brandt (5)
|
1,086,600
|
6.3%
|
P.O. Box 3949
|
|
|
Winchester, VA 22604
|
|
|
(1)
|
The beneficial ownership information for BlackRock, Inc. is based upon the Schedule 13G/A filed with the SEC on January 24, 2019, which also indicated that BlackRock, Inc., a parent holding company/control person, has sole voting power for 2,230,018 shares and sole dispositive power for all 2,261,740 shares.
|
(2)
|
The beneficial ownership information for Broad Run Investments Management, LLC is based upon the Schedule 13G/A filed with the SEC on February 14, 2019, which also indicated that Broad Run Investments Management, LLC has sole voting power and sole dispositive power for all 1,874,584 shares.
|
(3)
|
The beneficial ownership information for The Vanguard Group is based upon the Schedule 13G/A filed with the SEC on February 11, 2019, which also indicated that The Vanguard Group has sole voting power for 29,401 shares and sole dispositive power for 1,254,424 shares.
|
(4)
|
The beneficial ownership information for Wellington Management Group LLP is based upon the Schedule 13G/A filed with the SEC on February 12, 2019, which also indicated that Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power for 1,005,848 shares and shared dispositive power for all 1,237,015 shares, and Wellington Management Company LLP has shared voting power for 999,298 shares and shared dispositive power for 1,230,465 shares.
|
(5)
|
The beneficial ownership information for William F. Brandt is based upon the Schedule 13G/A filed with the SEC on January 31, 2019, which also indicated that William F. Brandt has sole voting power and sole dispositive power for 1,035,000 shares.
|
(6)
|
Percentage calculated based on the number of shares of Company common stock outstanding as of the record date for the Annual Meeting.
|
|
Andrew Cogan, Chair
|
|
James G. Davis, Jr.
|
|
Teresa M. May
|
|
Carol B. Moerdyk
|
|
Daniel T. Hendrix
|
|
2019
|
|
2018
|
||||
Audit Fees
|
|
$2,143,574
|
|
|
|
$1,953,041
|
|
Audit-Related Fees
|
63,000
|
|
|
390,410
|
|
||
Tax Fees
|
119,193
|
|
|
51,106
|
|
||
All Other Fees
|
0
|
|
|
0
|
|
||
Total
|
|
$2,325,767
|
|
|
|
$2,394,557
|
|
|
•
|
|
the name and address of the shareholder, as they appear on the Company’s stock transfer books;
|
|
•
|
|
the class and number of shares of stock of the Company beneficially owned by the shareholder;
|
|
•
|
|
a representation that the shareholder is a shareholder of record at the time the notice is given and intends to appear in person or by proxy at the meeting to present the business specified in the notice;
|
|
•
|
|
a brief description of the business desired to be brought before the meeting, including the complete text of any resolutions to be presented and the reasons for wanting to conduct such business; and
|
|
•
|
|
any interest that the shareholder may have in such business.
|
|
|
|
By Order of the Board of Directors
|
|
|
|
M. Scott Culbreth
|
|
Secretary
|
1 Year American Woodmark Chart |
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