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

ME Staff 8-k
-
0

ARMSTRONG WORLD INDUSTRIES, INC. (NYSE:AWI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

On July12, 2018, Armstrong World Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”) during which shareholders: (i)elected all nine (9)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 fiscal year 2018, 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

Stan A. Askren

 41,612,029 2,088,725 1,733,934

Victor D. Grizzle

 43,571,887 128,867 1,733,934

Tao Huang

 43,553,307 147,447 1,733,934

Larry S. McWilliams

 43,550,808 149,946 1,733,934

James C. Melville

 42,708,057 992,697 1,733,934

John J. Roberts

 43,079,843 620,911 1,733,934

Gregory P. Spivy

 43,570,923 129,831 1,733,934

Roy W. Templin

 43,573,233 127,521 1,733,934

Cherryl T. Thomas

 43,577,428 123,326 1,733,934

Ratification of the appointment of KPMG LLP

For

Against

Abstain

Broker Non-Vote
44,779,375 648,855 6,458

Advisory Approval of Executive Compensation

For

Against

Abstain

Broker Non-Vote
42,870,466 816,656 13,632 1,733,934

Section8 – Other Events

Appointment of Chairman and Board Committee Members

Following the Annual Meeting, the Board appointed Larry McWilliams toserveas the Chairman of the Board and the following directors to be members of the Board’s standing committees, effective immediately:

Committee

Members
Audit John J. Roberts (Chair), Stan A. Askren, Tao Huang, Roy W. Templin and Cherryl T. Thomas
Finance Roy W. Templin (Chair), Tao Huang, James C. Melville and Gregory P. Spivy
Management Development& Compensation Stan A. Askren (Chair), James C. Melville, Gregory P. Spivy and Cherryl T. Thomas
Nominating and Governance James C. Melville (Chair), John J. Roberts and Roy W. Templin

Non-Employee Director Compensation Program

Following the Annual Meeting, the Board approved a decrease of $40,000 for the annual retainer fee (cash) for the Chair and a decrease of $40,000 for the annual retainer fee (equity) for the Chair, effective immediately.


About ARMSTRONG WORLD INDUSTRIES, INC. (NYSE:AWI)

Armstrong World Industries, Inc. is a producer of flooring products and ceiling systems for use in the construction and renovation of residential, commercial and institutional buildings. The Company operates in four segments: Building Products, which produces suspended mineral fiber, soft fiber and metal ceiling systems for use in commercial, institutional and residential settings; Resilient Flooring, which designs, manufactures, sources and sells a range of floor coverings primarily for homes and commercial and institutional buildings; Wood Flooring segment, which designs, manufactures, sources and sells hardwood flooring products for use in new residential construction and renovation, with some commercial applications in stores, restaurants and high-end offices, and Unallocated Corporate. Its brands include Armstrong, Alterna, BBT, BioBased Tile, BioGuard, Bruce, Cirrus, Dune, Excelon, Huiyi, Imperial, Initiator, Laurel, Luxe Plank, Medintech, MetalWorks, Optima and Perla.