ARMSTRONG FLOORING, INC. (NYSE:AFI) Files An 8-K Submission of Matters to a Vote of Security Holders

ARMSTRONG FLOORING, INC. (NYSE:AFI) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item5.07

Submission of Matters to a Vote of Security
Holders.

Armstrong Flooring, Inc. (the Company)held its annual meeting of
stockholders on June2, 2017 at which the stockholders voted in
favor of the proposals for (i)the election of the directors
listed below; (ii)the advisory vote to approve the Companys named
executive officer compensation; (iii) one year for the frequency
of the Companys advisory vote on the compensation of its named
executive officers; (iv)the approval of the Companys 2016 Long
Term Incentive Plan, as amended and restated; and (v)the
ratification of the selection of KPMG LLP as the Companys
independent registered public accounting firm for fiscal year
2017.

The final voting results for each of these proposals are as
follows:

Proposal 1 Election of ClassI Directors to Serve One-Year
Terms Expiring at the Annual Meeting of Stockholders in
2018

Nominee

For

Against

Abstain

Broker Non-Vote

Kathleen S. Lane

23,849,621 1,419,514 1,201 1,265,297

Michael W. Malone

23,848,399 1,420,735 1,202 1,265,297

Jacob H. Welch

23,543,406 1,725,689 1,241 1,265,297

Proposal 2 Advisory Vote to Approve Named Executive
Officer Compensation

For

Against

Abstain

Broker Non-Vote

18,055,958 7,210,325 4,053 1,265,297

Proposal 3 – Advisory Vote on Frequency of Advisory Vote
to Approve Named Executive Officer Compensation

One Year*

Two Year

Three Year

Abstain

22,682,298 2,264 2,584,468 1,306
* The Company will include a stockholder vote on the
compensation of executives in its proxy materials annually
until the next required vote on the frequency of stockholder
votes on the compensation of named executive officers.

Proposal 4 Approval of The Armstrong Flooring, Inc. 2016
Long Term Incentive Plan, as Amended and Restated

For

Against

Abstain

Broker Non-Vote

21,506,039 3,754,123 10,174 1,265,297

Proposal 5 Ratification of Selection of KPMG LLP for
Fiscal Year 2017

For

Against

Abstain

26,515,936

17,359 2,338


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.

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