ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2009, the board of directors of American Woodmark Corporation (the
"Company") received notice that Mr. G. Thomas McKane has determined not to stand
for re-election to the board of directors at the Company's next Annual Meeting
of Shareholders. Mr. McKane has been a director of the Company since 2003 and
his decision not to stand for re-election is not attributable to any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
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