8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2022

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (717) 397-0611

NA

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On July 19, 2022, the board of directors of Armstrong World Industries, Inc. (the “Company”) appointed William H. Osborne as a new director to its board. With the addition of Mr. Osborne, the board of directors expands to nine members.

The board has determined that Mr. Osborne will serve on the board's i) Finance, ii) Management Development and Compensation and iii) Nominating, Governance and Social Responsibility committees.

Mr. Osborne has over 35 years of experience and currently serves as senior vice president of Total Quality and Operations for Boeing Defense, Space & Security, a division of Boeing. He is also a member of the company’s Executive Council. Prior to his current position, he was as senior vice president of Enterprise Operations, where he led the company’s Enterprise Program Management, Supply Chain, Manufacturing and Quality functions. Prior to joining Boeing in 2018, Osborne held a variety of leadership roles at Navistar Corporation, Federal Signal Corporation and Ford Motor Company.

Mr. Osborne will be entitled to the standard compensation paid by the Company to all of its nonemployee directors under the Company’s director compensation program and will be eligible to participate in the Company’s 2016 Directors Stock Unit Plan. He will also enter into an indemnification agreement in the form the Company has entered into with its other nonemployee directors, which form is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2021.

Director Compensation Arrangements

On July 20, 2022, the board updated its director compensation program. Under the updated compensation arrangements for the Company’s nonemployee directors, the annual equity retainer for directors was increased from $105,000 to $125,000 and the annual retainer for the Chair of the board was increased from $90,000 to $100,000, of which $55,000 is payable in cash, and $45,000 is payable in equity. All other elements of the Company’s nonemployee director compensation program remain as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2022.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On July 21, 2022, the Company issued a press release announcing the appointment of Mr. Osborne to its board of directors. A copy of this press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 21, 2022

EX-99.1

Exhibit 99.1

Armstrong World Industries Appoints Boeing Senior Executive to Board of Directors

LANCASTER, Pa., July 21, 2022 – Armstrong World Industries, Inc. (NYSE:AWI), a leader in the design, innovation and manufacture of ceiling and wall solutions, today announced the appointment of William H. Osborne to its Board of Directors. With his addition, the board of directors expands to nine members.

Osborne brings deep and relevant experience to the Armstrong board with over 35 years of progressive leadership experience in manufacturing, operational excellence, supply chain, environment, health and safety at a range of global manufacturing companies. Currently, he serves as senior vice president of Total Quality and Operations for Boeing Defense, Space & Security, a division of Boeing, that generated over $26 billion in revenue in 2021. He is also a member of the Boeing’s Executive Council. Prior to his current position, he was as senior vice president of Enterprise Operations at Boeing, where he led the company’s Enterprise Program Management, Supply Chain, Manufacturing and Quality functions. Prior to joining Boeing in 2018, Osborne held a variety of leadership roles at Navistar Corporation, Federal Signal Corporation and Ford Motor Company.

Osborne is the second new member to join the AWI board of directors in 2022. Richard D. Holder was elected to the board in June at the company’s annual shareholder meeting. Holder currently serves as President and Chief Executive Officer of HZO, Inc., a provider of thin-film nanocoatings for electronics, a role that he has held since February 2021. Prior to this, he was President and Chief Executive Officer of NN, Inc., a publicly traded, diversified industrial manufacturing company and held a progression of leadership roles at Eaton Corporation.

“We are thrilled to welcome Bill and Rich to our board of directors,” said Vic Grizzle, Armstrong president and CEO. “The breadth and diversity of their experience in a range of industrial and manufacturing companies will be invaluable for AWI as we strive to execute our growth strategy and continue to pursue operational excellence across our enterprise.”

About Armstrong World Industries

Armstrong World Industries, Inc. (AWI) is a leader in the design and manufacture of innovative ceiling and wall solutions in the Americas. With $1.1 billion in revenue in 2021, AWI has nearly 3,000 employees and a manufacturing network of 15 facilities, plus six facilities dedicated to its WAVE joint venture.

Contacts

Investors: Theresa Womble, tlwomble@armstrongceilings.com or (717) 396-6354

Media: Jennifer Johnson, jenniferjohnson@armstrongceilings.com or (866) 321-6677