Armstrong World holders back board, pay and auditor

Armstrong World Industries held its Annual Meeting of Shareholders, where investors elected all nine director nominees to the Board.

Accepted by SEC EDGAR 06/16/2026 - 09:20 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Armstrong World Industries held its Annual Meeting of Shareholders, where investors elected all nine director nominees to the Board. Shareholders also ratified KPMG LLP as independent registered public accounting firm for the 2026 fiscal year, approved the 2026 Directors Stock Unit Plan, and gave advisory approval to the executive compensation program.

Following the meeting, the Board assigned directors to its standing committees, naming Barbara L. Loughran as Chair of the Audit Committee, Roy W. Templin as Chair of the Finance Committee, Wayne R. Shurts as Chair of the Management Development & Compensation Committee, and Richard D. Holder as Chair of the Nominating, Governance & Social Responsibility Committee.

8-K Event Classification

2 items: 5.07, 8.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Victor D. Grizzle election votes: 35,248,131 for; 1,475,013 withheld; 2,053,748 broker non-vote KPMG ratification votes: 37,098,530 for; 1,559,588 against; 118,774 abstain 2026 Directors Stock Unit Plan votes: 36,119,326 for; 482,889 against; 120,929 abstain; 2,053,748 broker non-vote +1 more

4 metrics

Victor D. Grizzle election votes 35,248,131 for; 1,475,013 withheld; 2,053,748 broker non-vote Director election at June 11, 2026 annual meeting

KPMG ratification votes 37,098,530 for; 1,559,588 against; 118,774 abstain Ratification as 2026 independent registered public accounting firm

2026 Directors Stock Unit Plan votes 36,119,326 for; 482,889 against; 120,929 abstain; 2,053,748 broker non-vote Plan approval at annual meeting

Executive compensation say-on-pay votes 35,408,662 for; 1,189,247 against; 125,235 abstain; 2,053,748 broker non-vote Advisory vote on compensation program

Key Terms

broker non-vote, independent registered public accounting firm, 2026 Directors Stock Unit Plan, executive compensation program, +1 more

5 terms

broker non-vote financial

"Broker Non-Vote 35,248,131 | 1,475,013 | 2,053,748"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

2026 Directors Stock Unit Plan financial

"approved the 2026 Directors Stock Unit Plan"

executive compensation program financial

"approved, on an advisory basis, the Company's executive compensation program"

A plan that determines how top managers are paid and rewarded, typically combining salary, bonuses, stock grants or options, and long-term incentive awards. Investors care because this pay package both affects a company’s costs and signals whether executives’ incentives are aligned with shareholder interests—like setting a coach’s bonus to team wins, it can motivate performance or create risky behavior if structured poorly.

Nominating, Governance & Social Responsibility financial

"Nominating, Governance & Social Responsibility | | Richard D. Holder (Chair)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Armstrong World Industries (AWI) shareholders approve at the 2026 annual meeting?

Shareholders elected nine directors, ratified KPMG as auditor, approved the 2026 Directors Stock Unit Plan, and supported the executive compensation program on an advisory basis. These votes confirm the company’s proposed board, compensation structure, and audit arrangements for the 2026 fiscal year.

How did Armstrong World Industries (AWI) shareholders vote on the 2026 Directors Stock Unit Plan?

Shareholders approved the 2026 Directors Stock Unit Plan with 36,119,326 votes for, 482,889 against, and 120,929 abstentions, plus 2,053,748 broker non-votes. This result authorizes a stock-based compensation framework specifically for directors starting with the 2026 plan year.

What were the vote results for Armstrong World Industries’ (AWI) executive compensation program?

The executive compensation program received advisory approval with 35,408,662 votes for, 1,189,247 against, and 125,235 abstentions, alongside 2,053,748 broker non-votes. This non-binding vote indicates shareholder support for the company’s current approach to paying senior executives.

Which audit firm did Armstrong World Industries (AWI) shareholders ratify for 2026?

Shareholders ratified KPMG LLP as independent registered public accounting firm for the 2026 fiscal year, with 37,098,530 votes for, 1,559,588 against, and 118,774 abstentions. This confirms KPMG’s role in auditing the company’s financial statements during the 2026 period.

Who chairs the key board committees at Armstrong World Industries (AWI) after the 2026 meeting?

After the meeting, Barbara L. Loughran chairs the Audit Committee, Roy W. Templin chairs the Finance Committee, Wayne R. Shurts chairs the Management Development & Compensation Committee, and Richard D. Holder chairs the Nominating, Governance & Social Responsibility Committee, shaping oversight across critical governance areas.

Were all Armstrong World Industries (AWI) director nominees elected in 2026?

All nine director nominees, including Victor D. Grizzle, Mark A. Hershey, and others, were elected. Each candidate received more votes “for” than “withheld,” with consistent broker non-votes of 2,053,748 shares, indicating broad shareholder support for the proposed Board slate.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0000007431false00000074312026-06-112026-06-11

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 11, 2026

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

NA

(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 11, 2026, Armstrong World Industries, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") during which the Company’s 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 the 2026 fiscal year, (iii) approved the 2026 Directors Stock Unit Plan, and (iv) 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
Victor D. Grizzle	35,248,131		1,475,013		2,053,748
Mark A. Hershey	36,447,673		275,471		2,053,748
Richard D. Holder	33,617,902		3,105,242		2,053,748
Kevin P. Holleran	36,162,224		560,920		2,053,748
Barbara L. Loughran	35,723,948		999,196		2,053,748
William H. Osborne	35,330,096		1,393,048		2,053,748
Kathleen E. Pitre	36,379,779		343,365		2,053,748
Wayne R. Shurts	36,036,608		686,536		2,053,748
Roy W. Templin	36,428,719		294,425		2,053,748

Ratification of the Appointment of KPMG LLP

For		Against		Abstain		Broker Non-Vote
37,098,530		1,559,588		118,774		-

Approval of 2026 Directors Stock Unit Plan

For		Against		Abstain		Broker Non-Vote
36,119,326		482,889		120,929		2,053,748

Advisory Approval of Executive Compensation

For		Against		Abstain		Broker Non-Vote
35,408,662		1,189,247		125,235		2,053,748

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), Kathleen E. Pitre and Wayne R. Shurts
Finance		Richard D. Holder, Barbara L. Loughran, and Roy W. Templin (Chair)
Management Development & Compensation		Kevin P. Holleran, William H. Osborne, Kathleen E. Pitre and Wayne R. Shurts (Chair)
Nominating, Governance & Social Responsibility		Richard D. Holder (Chair), Kevin P. Holleran, and William H. Osborne

2

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/ Jessica M. Cicali
		Jessica M. Cicali
		Senior Vice President, General Counsel, Chief Compliance Officer & Secretary

Date: June 16, 2026

3

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