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 9, 2022
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2022, Armstrong World Industries, Inc. (the “Company”) announced that Christopher P. Calzaretta, the Company’s Vice President, Finance, has been appointed to succeed Brian L. MacNeal as the Company’s Senior Vice President and Chief Financial Officer, effective August 1, 2022. Mr. MacNeal will continue to serve as Senior Vice President and Chief Financial Officer with the Company through August 1, 2022, and will continue as an employee of the Company through September 1, 2022 to assist with the transition to Mr. Calzaretta.
Christopher P. Calzaretta, age 46, has served as the Company's Vice President, Finance since January 2018. Prior to joining the Company, Mr. Calzaretta served in various finance-based positions with E.I. DuPont de Nemours and Company, a chemical company, since 2007, including as Global Finance Manager with DuPont Strategic Initiatives from 2016 to 2018.
In connection with Mr. Calzaretta’s appointment as the Company’s Senior Vice President and Chief Financial Officer, Mr. Calzaretta will be entitled to the following:
• Annual base salary of $425,000.
• Participation in the Company’s Annual Incentive Plan with a target bonus for fiscal year 2023 of 60% of annual base salary.
• Participation in the Company’s Equity and Cash Incentive Plan (“ECIP”), subject to the approval of the ECIP at the 2022 Annual Meeting of Shareholders, with a grant to be made with a total value of 110% of annual base salary and a grant to be made with a total value of $200,000, in each case consisting of Performance-based Restricted Stock Units which vest on the third grant date anniversary subject to the achievement of certain performance measures in each of the three years in the term.
• Participation in all general employee benefit plans and programs as well as participation in any plans and programs for executives.
Mr. Calzaretta will also be eligible to receive separation agreements and indemnification agreements with the Company in forms previously approved by the Board of Directors of the Company.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
On June 14, 2022, the Company issued a press release announcing the appointment of Mr. Calzaretta as Senior Vice President and Chief Financial Officer. 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 June 14, 2022 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 14, 2022
EX-99.1
Exhibit 99.1
Armstrong World Industries Names Christopher Calzaretta as Next Chief Financial Officer
LANCASTER, Pa., June 14, 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 Christopher P. Calzaretta to succeed Brian MacNeal as its next chief financial officer (CFO) effective Aug. 1, 2022.
As CFO, Calzaretta will oversee the company’s finance organization, including accounting and reporting, treasury, internal audit, tax and investor relations, and will report to Vic Grizzle, AWI president and chief executive officer.
“The success of our growth strategy relies on strong execution and commitment to value creation. With that in mind, I am delighted to elevate Chris as our next CFO,” said Grizzle. “Since joining AWI, Chris has demonstrated excellent leadership and has been a great cultural fit. He played a critical role throughout the pandemic, as we balanced the need to manage costs while also investing in our growth initiatives. I know he will be a great business partner given his deep knowledge of our strategy and track record of delivering positive results for the company.”
Calzaretta brings over 20 years of finance and public accounting experience to his new role of CFO. He joined AWI in 2018 as vice president of Finance, Americas where he has been responsible for business unit finance, corporate financial planning and analysis, manufacturing finance and accounting, as well as merger and acquisition integration teams. Prior to AWI, he spent 10 years at E.I. DuPont de Nemours and Company where he held finance and accounting roles of increasing responsibility. He additionally held various accounting and financial reporting roles at FMC Corporation, American Meter Company and Delta Airlines. He began his career in public accounting at Ernst and Young. Calzaretta graduated from Rutgers University with a Bachelor of Science in Accounting and earned an MBA from Villanova University. He is also a Certified Public Accountant.
AWI previously announced that MacNeal would be retiring in 2022. After Calzaretta assumes his new role as CFO, MacNeal will continue in an advisory role through Sept. 1, 2022, in order to support a smooth transition.
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