ARMSTRONG FLOORING, INC. (NYSE:AFI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
(c) On August9, 2017, the Company announced the appointment of Ronald D. Ford, age 55, to the position of Senior Vice President and Chief Financial Officer, effective as of September1, 2017. Mr.Ford will have oversight of global finance and accounting functions and will report to Donald R. Maier, the Company’s President and Chief Executive Officer.
Mr.Ford currently serves as Senior Vice President and Chief Financial Officer of Silgan Containers, a manufacturer and distributor of metal food containers in North America. Prior to joining Silgan Containers in 2010, Mr.Ford served in various senior executive officer capacities at St. Clair Vision and Wells Real Estate Funds, as well as at other companies. He earned a bachelor’s degree at the University of Tennessee, a master’s degree at Vanderbilt University, and an executive doctorate at Case Western Reserve University.
There are no familial relationships between Mr.Ford and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company, nor does Mr.Ford hold any directorships with any other public or investment company. Additionally, there have been no transactions since the beginning of the Company’s fiscal year in which Mr.Ford, or his immediate family members, had or will have a direct or indirect material interest.
to the terms of an offer of employment letter, effective upon the commencement of his employment with the Company on September1, 2017, Mr.Ford will:
| • | receive an annualized base salary of $450,000, prorated for service during 2017; |
| • | be eligible to earn an annual incentive target bonus award opportunity of 70% of his annual base salary under the Company’s Annual Incentive Program, prorated for service during 2017; |
| • | based on performance measures approved by the Management Development and Compensation Committee of the Board of Directors and subject to adjustment based on performance |
| • | gross incentive payment for 2017 will be either (i)Mr.Ford’s target bonus of 70% of his actual base salary after the adjustment for individual performance and leadership behaviors or (ii)$300,000.00, whichever is greater, which payment is contingent upon Mr.Ford’s active employment with the Company on the date of distribution. |
| • | be eligible to participate in the Company’s 2016 Long-term Incentive Plan (“LTIP”), as amended and restated, with a targeted award value of up to120%of his annual base salary; |
| • | receive an initial LTIP grant of performance-based restricted stock units with a targeted value of up to120%of his annual base salary which will vest in early 2020 based on company performance through December31, 2019, consistent with the grant made to other similarly situated executives in March 2017; |
| • | receive a one-time special grant of time-based restricted stock units with an award value of $540,000 which shall vest in three (3)approximately equal installments, commencing on the first anniversary of the grant date and continuing on the second and third anniversaries of the grant date; the amount of restricted stock units underlying the one-time grant shall be determined based on the closing price of the Company’s common stock as reported by the New York Stock Exchange on the grant date; |
| • | enter into the Company’s standard form of Change in Control and Severance Agreement and Indemnification Agreement; and |
| • | be eligible to participate in the Company’s Severance Pay Plan for Executive Employees. |
Kimberly Z. Boscan, the Company’s current Interim Chief Financial Officer, Vice President and Controller, will remain in that position until September 1, 2017, at which time she will resume her role as the Company’s Vice President and Controller.
Section7 – Regulation FD
| Item 5.02 | Regulation FD Disclosure. |
On August9, 2017, the Company issued a press release announcing the appointment of Ronald D. Ford to the position of Senior Vice President and Chief Financial Officer, effective as of September1, 2017. The full text of the press release is attached hereto as Exhibit 99.1.
The information in Item 5.02 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 Section18 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, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 5.02 | Financial Statements and Exhibits. |
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Exhibit No. |
Description |
| 99.1 | Press Release of Armstrong Flooring, Inc. dated August9, 2017 |
Armstrong Flooring, Inc. ExhibitEX-99.1 2 d416838dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 ARMSTRONG FLOORING ANNOUNCES APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER Lancaster,…To view the full exhibit click here
About ARMSTRONG FLOORING, INC. (NYSE:AFI)
Armstrong Flooring, Inc. is engaged in the designing and manufacturing of flooring solutions that inspire spaces where people live, work, learn, heal and play. The Company manufactures resilient and wood flooring products across North America. The Company safely and responsibly operates approximately 18 manufacturing facilities in three countries. The Company’s headquarters is located in Lancaster, Pennsylvania.
