Armstrong World Industries Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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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
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For |
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Withheld |
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Broker Non-Vote |
Victor D. Grizzle |
41,533,189 |
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166,302 |
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687,228 |
Richard D. Holder |
36,965,151 |
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4,734,340 |
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687,228 |
Barbara L. Loughran |
40,724,939 |
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974,552 |
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687,228 |
William H. Osborne |
40,039,479 |
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1,660,012 |
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687,228 |
Wayne R. Shurts |
41,033,367 |
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666,124 |
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687,228 |
Roy W. Templin |
41,506,343 |
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193,148 |
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687,228 |
Cherryl T. Thomas |
40,416,401 |
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1,283,090 |
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687,228 |
Ratification of the appointment of KPMG LLP
For |
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Against |
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Abstain |
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Broker Non-Vote |
41,354,774 |
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1,028,973 |
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2,972 |
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Advisory Approval of Executive Compensation
For |
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Against |
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Abstain |
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Broker Non-Vote |
25,500,734 |
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16,193,247 |
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5,510 |
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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 |
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Members |
Audit |
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Richard D. Holder, Barbara L. Loughran (Chair), Wayne R. Shurts and Roy W. Templin |
Finance |
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Richard D. Holder, Barbara L. Loughran, and Roy W. Templin (Chair) |
Management Development & Compensation |
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William H. Osborne, Wayne R. Shurts (Chair), and Cherryl T. Thomas |
Nominating, Governance & Social Responsibility |
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Richard D. Holder (Chair), Barbara L. Loughran, William H Osborne, and Cherryl T. Thomas |
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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: June 17, 2024
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