8-KThe WireRoutine
Shareholder Vote · Company Update
Filed Jun 20, 2023 · 3y ago · Accession 0000950170-23-028948
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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
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 5.07 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)
2
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
3
Filing details
- Ticker
- AWI
- CIK
- 7431
- Form type
- 8-K
- Filing date
- Jun 20, 2023
- Report date
- Jun 20, 2023
- Document
- awi-20230620.htm
- Size
- 235 KB