ARMSTRONG FLOORING, INC. (NYSE:AFI) Files An 8-K Results of Operations and Financial Condition
Item2.02
|
Results of Operations and Financial Condition. |
On March6, 2017, Armstrong Flooring, Inc. (the Company) issued a
press release announcing its fourth quarter and full year 2016
financial results. The full text of the press release is attached
hereto as Exhibit 99.1.
The information in Item2.02 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 (the Act), or the Exchange
Act, except as expressly set forth by specific reference in such
filing.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers |
Officers
In connection with the Companys March6, 2017 announcement that it
is combining its commercial and residential go-to-market
structure and related operations (the Realignment), the Companys
Board of Directors (the Board) approved the appointment and
designation of BrentA. Flaharty as Senior Vice President, North
America Sales, with responsibility for sales and sales
operations, effective March6, 2017. In addition, also effective
March6, 2017, Joseph N. Bondi will transition from Senior Vice
President and North America Residential to Senior Vice President
and Chief Product Officer, with responsibility for research and
development, design, resilient and wood product management,
marketing, customer service and pricing, and Dominic C. Rice will
transition from Senior Vice President and Commercial to Senior
Vice President, Global Operations and Manufacturing with
responsibility for resilient and wood manufacturing,
environmental, health and safety, engineering, procurement,
demand and supply planning, and the Companys Pacific Rim
businesses. Biographical information for Messrs. Bondi and Rice
can be found in Part III, Item10 of the Companys Form 10-K filed
with the U.S. Securities and Exchange Commission (SEC) on March6,
2017. Biographical information for Mr.Flaharty is set forth
below:
Brent A. Flaharty, 44, Senior Vice President, North America
Sales, joined the Company in December 2016 as Vice President,
Residential Sales. Prior to joining the Company, Mr.Flaharty
served as Chief Revenue Officer of Mag Instrument, Inc. (Maglite)
(2016), Chief Marketing Officer of Exemplis Corporation (2015
2016), and Vice President and Business Leader, North America, of
Masonite International Corporation (2012 2015). From 1997 to
2012, Mr.Flaharty served in various strategic, business
development, sales, and marketing capacities for Stanley Black
and Decker, Inc.
The Company will enter into a Change in Control Severance
Agreement with Mr. Flaharty in substantially the same form as the
form disclosed as Exhibit 99.1 of the Form 8-K filed by the
Company with the SEC on September 2, 2016.
Also as a result of the Realignment, Charles E. Grogan, Senior
Vice President, Operations will be departing the Company
following a brief transition.
Clawback Policy
On March3, 2017, the Companys Board adopted the Armstrong
Flooring, Inc. Recoupment Policy (the Clawback Policy).
to the Clawback Policy, in the event of a material restatement of
the Companys financial results, the Board, the Boards
Compensation Committee or another Board committee may, to the
extent permitted by applicable law and as the Board or a
committee may in its sole discretion deem appropriate and in the
best interests of the Company, seek the recoupment or forfeiture
of any incentive-based compensation paid or awarded to current
and former executive officers and any other officer of the
Company who engaged in fraud, negligence or other misconduct that
resulted in the restatement in excess of the amount that would
have been paid or awarded to the officer under the Companys
restated financial statements. The Clawback Policy includes a
look-back period of three years preceding the payment or award,
as applicable, of the incentive compensation unless the
restatement resulted from fraud or misconduct by the recipient
officer, in which case the three-year look back period would not
apply. The foregoing description of the Clawback Policy is
qualified in its entirety by reference to the full text of the
Clawback Policy, which is attached hereto as Exhibit99.2 and
incorporated herein by reference.
Section7 Regulation FD
| Item7.01 | Regulation FD Disclosure. |
On March6, 2017, the Company issued a press release announcing
that it will report its fourth quarter and full year 2016
financial results via a webcast and conference call (the
Conference Call) on Monday, March6, 2017 at 10:00 a.m. Eastern
Time which can be accessed through the Investors section of the
Companys website, www.armstrongflooring.com.The Company will also
discuss the Realignment during the Conference Call.
On March6, 2017, the Company issued a press release announcing
that its Board of Directors approved a share repurchase program
(the Share Repurchase Program), to which the Company may, at
times and in such amounts as management deems appropriate,
subject to market and business conditions, regulatory
requirements and other factors, purchase shares of its common
stock for an aggregate repurchase price not to exceed $50
million.Repurchases under the Share Repurchase Program may be
made through open market and block transactions, including Rule
10b5-1 plans. The Share Repurchase Program does not obligate the
Company to purchase any particular amounts of common stock and
may be suspended or discontinued at any time without notice. The
full text of the Share Repurchase Program press release is
attached hereto as Exhibit99.3.
The information in Item7.01 of this Current Report on Form 8-K is
being furnished herewith and shall not be deemed filed for the
purposes of Section18 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.
| Item9.01 | Financial Statements and Exhibits. |
|
ExhibitNo. |
Description |
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| 99.1 | Press Release of Armstrong Flooring, Inc. dated March 6, 2017 | |
| 99.2 | Armstrong Flooring, Inc. Recoupment Policy | |
| 99.3 | Press Release of Armstrong Flooring, Inc. dated March 6, 2017 |
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. ARMSTRONG FLOORING, INC. (NYSE:AFI) Recent Trading Information
ARMSTRONG FLOORING, INC. (NYSE:AFI) closed its last trading session 00.00 at 21.95 with 105,280 shares trading hands.