Armstrong World Industries Inc filed SEC Form 8-K: Results of Operations and Financial Condition, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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FORM
CURRENT REPORT
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Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On July 30, 2024, Armstrong World Industries, Inc. (the "Company") issued a press release announcing its second quarter 2024 consolidated financial results. The full text of the press release is attached hereto as Exhibit 99.1.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective July 24, 2024, the Board of Directors of Armstrong World Industries, Inc. approved an amendment of the Company’s Bylaws (the "Bylaws") removing the requirement that each member of the Company’s Management Development and Compensation Committee qualify as an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended. The foregoing description of the amendment to the Company's Bylaws is qualified in its entirety by reference to the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
On July 30, 2024, the Company issued a press release announcing that it will report its second quarter 2024 consolidated financial results via a webcast and conference call on July 30, 2024 at 10:00 a.m. Eastern Time which can be accessed through the “Investors” section of the Company’s website, www.armstrongceilings.com. During this report, the Company will reference a slide presentation, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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No. 3.1 |
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Amended and Restated Bylaws of Armstrong World Industries, Inc. dated July 24, 2024 |
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No. 99.1 |
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Press Release of Armstrong World Industries, Inc. dated July 30, 2024 |
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No. 99.2 |
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Earnings Call Presentation Second Quarter 2024 dated July 30, 2024 |
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No. 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. |
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By: |
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/s/ Austin K. So |
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Austin K. So |
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Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
Date: July 30, 2024
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