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 16, 2022
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania | | 1-2116 | | 23-0366390 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
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2500 Columbia Avenue P.O. Box 3001 Lancaster, Pennsylvania | | 17603 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (717) 397-0611
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(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:
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Title of each class | | Trading 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.
At the 2022 Annual Meeting of Shareholders of Armstrong World Industries, Inc. (the “Company”) held on June 16, 2022 (the “2022 Annual Meeting”), shareholders approved the Company’s Equity and Cash Incentive Plan (the “2022 Plan”). The 2022 Plan is an equity and cash incentive plan, pursuant to which awards may be granted to employees, officers and consultants of the Company or any subsidiary or affiliate of the Company, including stock options, stock appreciation rights, restricted stock awards, stock units, cash awards, and other stock-based awards. The 2022 Plan was adopted principally to serve as a successor plan to the 2016 Long-Term Incentive Plan (the “2016 Plan”) and the 2011 Long-Term Incentive Plan (the “2011 Plan”, and together with the 2016 Plan, the “Prior Plans”) and to increase the number of shares of Company common stock reserved for equity-based awards by 1,750,000 shares (in addition to the share reserve amount that remained available under the Prior Plans immediately prior to the adoption of the 2022 Plan and any shares of Company common stock subject to outstanding equity-based awards under the Prior Plans that terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, vested, or settled in full). It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the 2022 Plan subsequent to the 2022 Annual Meeting because the grant and payment of such awards is subject to the discretion of the Management Development & Compensation Committee of the Board of Directors of the Company (the “Board”).
The foregoing description of the terms and conditions of the 2022 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 Plan, which is included in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 27, 2022 (the “2022 Proxy Statement”) as Annex B and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting, the Company’s shareholders: (i) elected all eight (8) nominees to the Company’s Board of Directors, (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2022, (iii) approved, on an advisory basis, the Company’s executive compensation program, and (iv) approved the 2022 Plan. The voting results are set forth in the tables below.
Election of Directors
| | | | | |
| For | | Withheld | | Broker Non-Vote |
Victor D. Grizzle | 43,010,341 | | 173,213 | | 1,238,214 |
Richard D. Holder | 43,165,248 | | 18,306 | | 1,238,214 |
Barbara L. Loughran | 42,963,231 | | 220,323 | | 1,238,214 |
Larry S. McWilliams | 42,901,563 | | 281,991 | | 1,238,214 |
James C. Melville | 42,448,871 | | 734,683 | | 1,238,214 |
Wayne R. Shurts | 42,842,062 | | 341,492 | | 1,238,214 |
Roy W. Templin | 42,409,551 | | 774,003 | | 1,238,214 |
Cherryl T. Thomas | 42,589,007 | | 594,547 | | 1,238,214 |
Ratification of the appointment of KPMG LLP
| | | | | | |
For | | Against | | Abstain | | Broker Non-Vote |
40,986,303 | | 3,430,286 | | 5,179 | | -- |
Advisory Approval of Executive Compensation
| | | | | | |
For | | Against | | Abstain | | Broker Non-Vote |
42,841,882 | | 334,964 | | 6,708 | | 1,238,214 |
Approval of Company Equity and Cash Incentive Plan
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For | | Against | | Abstain | | Broker Non-Vote |
41,909,020 | | 1,270,973 | | 3,561 | | 1,238,214 |
Section 8 - Other Events
Item 8.01 Other Events.
Appointment of Chairman and Board Committee Members
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, Larry S. McWilliams, James C. Melville, Wayne R. Shurts, Roy W. Templin (Chair), and Cherryl T. Thomas |
Management Development & Compensation | | Richard D. Holder, Barbara L. Loughran, James C. Melville, Wayne R. Shurts (Chair), and Cherryl T. Thomas |
Nominating and Governance | | James C. Melville (Chair), Wayne R. Shurts, Roy W. Templin 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.
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ARMSTRONG WORLD INDUSTRIES, INC. |
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By: | | /s/ Austin K. So |
| | Austin K. So |
| | Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
Date: June 22, 2022
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