8-K
ARMSTRONG WORLD INDUSTRIES INC (AWI)
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): June 20, 2023
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-2116 | 23-0366390 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation or organization) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 2500 Columbia Avenue P.O. Box 3001<br><br>Lancaster, Pennsylvania | 17603 | |
| (Address of principal executive offices) | (Zip Code) |
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
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | AWI | New York Stock Exchange |
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2023, Armstrong World Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (the "Annual Meeting") during which shareholders: (i) elected all eight (8) nominees to the Company's Board of Directors (the "Board"), (ii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year 2023, (iii) approved, on an advisory basis, the Company's executive compensation program, and (iv) approved, on an advisory basis, a frequency of annually with which shareholders will be presented with a non-binding proposal to approve the Company’s executive compensation program.. The voting results are set forth in the tables below.
Election of Directors
| For | Withheld | Broker Non-Vote | |
|---|---|---|---|
| Victor D. Grizzle | 41,187,425 | 298,253 | 1,038,486 |
| Richard D. Holder | 36,221,819 | 5,263,859 | 1,038,486 |
| Barbara L. Loughran | 40,339,119 | 1,146,559 | 1,038,486 |
| James C. Melville | 40,740,734 | 744,944 | 1,038,486 |
| William H. Osborne | 40,899,574 | 586,104 | 1,038,486 |
| Wayne R. Shurts | 40,975,937 | 509,741 | 1,038,486 |
| Roy W. Templin | 40,864,226 | 621,452 | 1,038,486 |
| Cherryl T. Thomas | 40,474,087 | 1,011,591 | 1,038,486 |
Ratification of the appointment of KPMG LLP
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 40,948,721 | 1,542,779 | 30,672 | -- |
Advisory Approval of Executive Compensation
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 40,348,733 | 1,102,854 | 32,099 | 1,038,486 |
Advisory Approval of Frequency Vote on Executive Compensation
| 1 Year | 2 Years | 3 Years | Abstain |
|---|---|---|---|
| 40,421,275 | 116,498 | 914,134 | 31,779 |
Section 8 - Other Events
Item 8.01 Other Events.
Appointment of Board Committee Members and Chairs
Following the Annual Meeting, the Board appointed the following directors to be members of the Board's standing committees, effective immediately.
| Committee | Members |
|---|---|
| Audit | Richard D. Holder, Barbara L. Loughran (Chair), Wayne R. Shurts and Roy W. Templin |
| Finance | Richard D. Holder, Barbara L. Loughran, James C. Melville, and Roy W. Templin (Chair) |
| Management Development & Compensation | James C. Melville, William H. Osborne, Wayne R. Shurts (Chair), and Cherryl T. Thomas |
| --- | --- |
| Nominating, Governance & Social Responsibility | Richard D. Holder (Chair), Barbara L. Loughran, William H Osborne, and Cherryl T. Thomas |
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.
| ARMSTRONG WORLD INDUSTRIES, INC. | |
|---|---|
| By: | /s/ Austin K. So |
| Austin K. So | |
| Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
Date: June 20, 2023