8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2023

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Pennsylvania	1-2116	23-0366390
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2500 Columbia Avenue P.O. Box 3001 Lancaster, Pennsylvania		17603
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (717) 397-0611

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

AWI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to Section

13(a) of the Exchange Act. ☐

Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 15, 2023, Armstrong World Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (the "Annual Meeting") during which shareholders: (i) elected all eight (8) 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 the fiscal year 2023, (iii) approved, on an advisory basis, the Company's executive compensation program, and (iv) approved, on an advisory basis, a frequency of annually with which shareholders will be presented with a non-binding proposal to approve the Company’s executive compensation program.. The voting results are set forth in the tables below.

Election of Directors


	For	Withheld	Broker Non-Vote
Victor D. Grizzle	41,187,425	298,253	1,038,486
Richard D. Holder	36,221,819	5,263,859	1,038,486
Barbara L. Loughran	40,339,119	1,146,559	1,038,486
James C. Melville	40,740,734	744,944	1,038,486
William H. Osborne	40,899,574	586,104	1,038,486
Wayne R. Shurts	40,975,937	509,741	1,038,486
Roy W. Templin	40,864,226	621,452	1,038,486
Cherryl T. Thomas	40,474,087	1,011,591	1,038,486

Ratification of the appointment of KPMG LLP


For	Against	Abstain	Broker Non-Vote
40,948,721	1,542,779	30,672	--

Advisory Approval of Executive Compensation


For	Against	Abstain	Broker Non-Vote
40,348,733	1,102,854	32,099	1,038,486

Advisory Approval of Frequency Vote on Executive Compensation


1 Year	2 Years	3 Years	Abstain
40,421,275	116,498	914,134	31,779

Section 8 - Other Events

Item 8.01 Other Events.

Appointment of Board Committee Members and Chairs

Following the Annual Meeting, the Board appointed the following directors to be members of the Board's standing committees, effective immediately.


Committee		Members
Audit		Richard D. Holder, Barbara L. Loughran (Chair), Wayne R. Shurts and Roy W. Templin
Finance		Richard D. Holder, Barbara L. Loughran, James C. Melville, and Roy W. Templin (Chair)


Management Development & Compensation		James C. Melville, William H. Osborne, Wayne R. Shurts (Chair), and Cherryl T. Thomas
Nominating, Governance & Social Responsibility		Richard D. Holder (Chair), Barbara L. Loughran, William H Osborne, and Cherryl T. Thomas

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ARMSTRONG WORLD INDUSTRIES, INC.

By:		/s/ Austin K. So
		Austin K. So
		Senior Vice President, General Counsel, Secretary and Chief Compliance Officer

Date: June 20, 2023