8-KThe WireRoutine
Shareholder Vote · Company Update
Filed Jun 17, 2025 · 1y ago · Accession 0001193125-25-142050
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 12, 2025
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 12, 2025, 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 2025, 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
39,206,215
82,228
1,413,410
Richard D. Holder
37,431,838
1,856,605
1,413,410
Barbara L. Loughran
38,203,376
1,085,067
1,413,410
William H. Osborne
37,916,340
1,372,103
1,413,410
Kathleen E. Pitre
39,206,193
82,250
1,413,410
Wayne R. Shurts
38,992,904
295,539
1,413,410
Roy W. Templin
39,163,837
124,606
1,413,410
Ratification of the Appointment of KPMG LLP
For
Against
Abstain
Broker Non-Vote
39,649,286
900,580
151,987
—
Advisory Approval of Executive Compensation
For
Against
Abstain
Broker Non-Vote
33,166,629
5,968,604
153,210
1,413,410
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), Kathleen E. Pitre and Wayne R. Shurts
Finance
Richard D. Holder, Barbara L. Loughran, and Roy W. Templin (Chair)
Management Development & Compensation
William H. Osborne, Kathleen E. Pitre and Wayne R. Shurts (Chair)
Nominating, Governance & Social Responsibility
Richard D. Holder (Chair), Barbara L. Loughran, and William H. Osborne
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, Head of Government Relations & Chief Sustainability Officer
Date: June 17, 2025
3
Filing details
- Ticker
- AWI
- CIK
- 7431
- Form type
- 8-K
- Filing date
- Jun 17, 2025
- Report date
- Jun 12, 2025
- Document
- d56199d8k.htm
- Size
- 145 KB