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8-KThe WireRoutine

Shareholder Vote · Company Update

Filed Jun 17, 2024 · 2y ago · Accession 0000950170-24-074249

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 13, 2024     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 13, 2024, Armstrong World Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (the "Annual Meeting") during which shareholders: (i) elected all seven (7) 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 2024, and (iii) approved, on an advisory basis, 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 41,533,189   166,302   687,228 Richard D. Holder 36,965,151   4,734,340   687,228 Barbara L. Loughran 40,724,939   974,552   687,228 William H. Osborne 40,039,479   1,660,012   687,228 Wayne R. Shurts 41,033,367   666,124   687,228 Roy W. Templin 41,506,343   193,148   687,228 Cherryl T. Thomas 40,416,401   1,283,090   687,228   Ratification of the appointment of KPMG LLP For Against Abstain Broker Non-Vote 41,354,774   1,028,973   2,972    -- Advisory Approval of Executive Compensation For Against Abstain Broker Non-Vote 25,500,734   16,193,247   5,510   687,228   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, and Roy W. Templin (Chair) Management Development & Compensation   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                 2   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 17, 2024     3
Filing details
Ticker
AWI
CIK
7431
Form type
8-K
Filing date
Jun 17, 2024
Report date
Jun 13, 2024
Document
awi-20240613.htm
Size
187 KB