Form 8-K - Current report

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

(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

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

Document And Entity Information	Jun. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2024
Entity Registrant Name	ARMSTRONG WORLD INDUSTRIES, INC.
Entity Central Index Key	0000007431
Entity Emerging Growth Company	false
Securities Act File Number	1-2116
Entity Tax Identification Number	23-0366390
Entity Address, Address Line One	2500 Columbia Avenue P.O. Box 3001
Entity Address, City or Town	Lancaster
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17603
City Area Code	717
Local Phone Number	397-0611
Entity Incorporation, State or Country Code	PA
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	AWI
Security Exchange Name	NYSE