ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

In connection with other proactive measures being taken in response to the impacts of COVID-19, the CEO of American Woodmark Corporation (the "Company"), Cary Dunston, has elected to reduce his base salary by 50% and the senior vice-presidents, including all other named executive officers, have elected to reduce their base salaries by 25% effective April 27, 2020 through July 31, 2020. The Compensation Committee approved these changes on April 15, 2020.

ITEM 8.01 OTHER EVENTS.

On April 16, 2020, the Company filed a press release providing an update relating to COVID-10. Such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



(d)  Exhibits

  Exhibit 99.1  Registrant's Press Release dated April 16, 2020.

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