false000000743100000074312022-06-162022-06-16

 

 

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)

 

 

Pennsylvania

 

1-2116

 

23-0366390

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

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

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

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

2

 

 

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.

 

ARMSTRONG WORLD INDUSTRIES, INC.

 

 

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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