Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on August 5, 2025, MasterBrand, Inc., a Delaware corporation (“MasterBrand”), entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Merger”) with American Woodmark Corporation, a Virginia corporation (“American Woodmark”), and Maple Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of MasterBrand. The Merger has not yet been consummated and is expected to close in the second calendar quarter of 2026, subject to required regulatory clearance and the satisfaction or waiver of other customary closing conditions.
The Merger Agreement provides that, MasterBrand will take all actions necessary or appropriate to cause: (i) the size of the board of directors of MasterBrand (the “MasterBrand Board”) to be increased from eight (8) to eleven (11) directors as of the effective time of the Merger (the “Effective Time”) and (ii) the three (3) directors designated by American Woodmark and agreed upon with MasterBrand prior to the Effective Time to fill the vacancies caused by the increase in size of the Board.
On April 17, 2026, the MasterBrand Board, acting upon the recommendation of its Nominating and Governance Committee: (i) approved the increase in the size of the MasterBrand Board from eight (8) to eleven (11) directors and (ii) appointed Andrew Cogan, Philip Fracassa and Daniel Hendrix as the newest members of the MasterBrand Board, in each case, subject to and effective as of the Effective Time in accordance with the terms of the Merger Agreement. Mr. Cogan is expected to serve on Class III of the MasterBrand Board, Mr. Fracassa is expected to serve on Class I of the MasterBrand Board and Mr. Hendrix is expected to serve on Class II of the MasterBrand Board. Messrs. Cogan, Fracassa and Hendrix are each expected to receive compensation payable to nonemployee directors serving on the MasterBrand Board consistent with the policies summarized under the caption “Non-Employee Director Compensation” in MasterBrand’s annual proxy statements. There are no transactions in which each of Messrs. Cogan, Fracassa and Hendrix has an interest requiring disclosure under Item 404(a) of Regulation S-K. Except as provided in the Merger Agreement, there are no arrangements or understandings between any of Messrs. Cogan, Fracassa or Hendrix and any other person, pursuant to which he was selected as a director. If the appointment of Messrs. Cogan, Fracassa and Hendrix occurs prior to MasterBrand’s 2026 annual meeting of stockholders, Mr. Fracassa, as a Class I Director, is expected to stand for election at MasterBrand’s 2026 annual meeting of stockholders. Each of MasterBrand’s directors serves until the election of a successor, removal or resignation.
Item 8.01. Other Events.
MasterBrand and American Woodmark continue to work cooperatively with the U.S. Federal Trade Commission to obtain regulatory clearance for the Merger as expeditiously as possible. The Merger remains subject to the satisfaction or waiver of other customary closing conditions. MasterBrand and American Woodmark currently expect the Merger to close in the second quarter of 2026.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K, other than purely historical information, including, but not limited to, statements as to the likelihood and anticipated timing of the closing of the proposed transaction, expected cost synergies and other expected benefits, effects or outcomes relating to the proposed transaction, including financial estimates and projections, MasterBrand’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements
