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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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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