SEC Form 8-K filed by Armstrong World Industries Inc

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

 

 

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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.

 

Date: June 17, 2025

 

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