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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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 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