-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, e6YGuxy86s07vl9JfqOk1C9SLODK8A1zuRlgNLNA275K0ANEepFmURWoFnbOUBqZ rKhSKttCF31iURGSPRa38g== 0000950109-94-000672.txt : 19940414 0000950109-94-000672.hdr.sgml : 19940414 ACCESSION NUMBER: 0000950109-94-000672 CONFORMED SUBMISSION TYPE: DEFA14C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARMSTRONG WORLD INDUSTRIES INC CENTRAL INDEX KEY: 0000007431 STANDARD INDUSTRIAL CLASSIFICATION: 3089 IRS NUMBER: 230366390 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14C SEC ACT: 1934 Act SEC FILE NUMBER: 001-02116 FILM NUMBER: 94522394 BUSINESS ADDRESS: STREET 1: P O BOX 3001 CITY: LANCASTER STATE: PA ZIP: 17604 BUSINESS PHONE: 7173970611 MAIL ADDRESS: STREET 1: P.O. BOX 3001 CITY: LANCASTER STATE: PA ZIP: 17604 FORMER COMPANY: FORMER CONFORMED NAME: ARMSTRONG CORK CO DATE OF NAME CHANGE: 19800611 DEFA14C 1 DEFA14C Armstrong World Industries, Inc. Lancaster, Pennsylvania Filed herewith pursuant to Rule 14a6(b) is a copy of certain other soliciting materials being used by the Company in connection with the 1994 Annual Meeting of the Shareholders of Armstrong World Industries, Inc. No filing fee is being paid with the filing of these materials because a filing fee was previously paid upon filing of the Company's definitive proxy statement which has been mailed to all of the Company's shareholders entitled to vote at the Annual Meeting of Shareholders. /s/ L. A. Pulkrabek Senior Vice-President, Secretary and General Counsel --------------------------------------------------- Armstrong World Industries, Inc. (Date) (Addressee) Dear ( ): This letter is a follow-up to our telephone conversation today and to your suggestion that I put our thoughts in writing on the subject of the shareholder proposal on confidential voting proposed by the New York City Employees Retirement System. The enclosed proxy statement includes the proposal, the shareholder's statement of proposal, and our Board's statement of opposition to the proposal. That statement includes the Armstrong confidential voting policy. We believe that our confidential voting policy is a creative, progressive and responsive approach to the interests of shareholders. Please consider the following points: (1) corporate governance is, in part, about listening to what the shareholders are saying; (2) the vote is the most direct and powerful way of speaking; (3) not all shareholders are the same; (4) to comply with its fiduciary duty, a board of directors must be fully informed; (5) an informed board of directors endeavors to listen to all its shareholders; and (6) there is no "only one right way" to have a confidential voting policy. Under our policy, we balance two central themes: (1) the need for our Board to fulfill its duty of being informed and (2) the interest of those shareholders who may wish to vote confidentially. Our policy lets those shareholders who want to speak to the Board and be openly counted to do so without pressure or threat of retaliation. That is the express policy of the Board of Directors which has been elected by the shareholders. If an open vote can be made without pressure or threat of retaliation, it follows that a confidential vote will be similarly treated. The election to choose to vote confidentially is reported to the Company's independent judges of election and vote tabulators, The Corporation Trust Company, which handles the voting mechanics of many of the country's largest corporations. To underscore the extent to which the policy goes to give those significant shareholders with whom the Company has a direct relationship the comfort to know the Board is very serious about its confidential voting policy, we take the unique step of specifically and annually informing them of the policy. Please see the third paragraph of our policy. We believe it should be stated that if shareholders choose the NYCERS version of confidential voting, they give up the chance to "speak to the Board", to be counted for the uniqueness of perspective that each shareholder offers. Under the NYCERS proposal, the shareholder has to actively seek to speak to the Board and can only hope that there are enough similarly situated shareholders so that their vote is "heard". Under the NYCERS proposal, the vote isn't only "automatic", it's across the board and its uniqueness from other shareholders (large, small, institutional, individual, etc.) is lost. I can think of no case where electing confidential voting under the Armstrong Confidential Voting Policy could fairly lead anyone to conclude that someone had something to hide; indeed, the adoption and publication of the policy fosters the antithesis of this conclusion. It says, "It's OK." Therefore, any shareholder that wants secrecy may have it. Those who wish to speak openly with their Board may do so. This is a better result than insisting upon one mind-set fits all to the detriment of the Board's knowledge. Also, employee shareholders who may be deemed the most vulnerable are fully protected under our policy with blanket confidential treatment. Any concerns about "pressure" to vote with management have been addressed in our policy. It uniquely puts those significant shareholders with whom we have a direct business relationship expressly and annually on notice of the Board's policy. Those who may seek a business relationship with us in the future know of the Board's policy. We hope that you (your proxy committee) will consider these thoughts seriously. And we hope that, as they reflect on them, they will ask, "Are the best interests of shareholders and their beneficiaries best served by a blindfolded Board? Is there to be only one form of confidential voting policy?" We urge (you) to vote against the resolution. Sincerely, -----END PRIVACY-ENHANCED MESSAGE-----