Armstrong World Industries Inc 8-K, filed Jul 21, 2022
Armstrong World Industries Inc (AWI)
About this 8-K
Armstrong World Industries Inc filed this 8-K on July 21, 2022, reporting on events of July 19, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
99.1 |
Press Release of Armstrong World Industries, Inc. dated July 21, 2022 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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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.
ARMSTRONG WORLD INDUSTRIES, INC. |
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By: |
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/s/ Austin K. So |
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Austin K. So |
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Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
Date: July 21, 2022
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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