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 5, 2020
ARMSTRONG FLOORING, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37589 | 47-4303305 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
| 2500 Columbia Avenue P.O. Box 3025 Lancaster, Pennsylvania |
17603 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (717) 672-9611
Not Applicable
(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 the registrant under any of the following provisions:
| ☐ | 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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange | ||
| Common Stock, $0.0001 par value | AFI | New York Stock Exchange |
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
Armstrong Flooring, Inc. (the “Company”) held its annual meeting of stockholders on June 5, 2020 at which the stockholders voted in favor of the proposals for (i) the election of the seven (7) directors listed below; (ii) the advisory vote to approve the Company’s named executive officer compensation; and (iii) the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2020.
The final voting results for each of these proposals are as follows:
Proposal 1 – Election of Directors
| Nominee |
For | Against | Abstain | Broker Non-Vote | ||||
| Michael F. Johnston |
16,517,504 | 937,790 | 54,694 | 2,170,123 | ||||
| Kathleen S. Lane |
16,556,635 | 899,094 | 54,259 | 2,170,123 | ||||
| Jeffrey Liaw |
17,331,208 | 124,136 | 54,644 | 2,170,123 | ||||
| Michael W. Malone |
17,016,126 | 437,053 | 56,809 | 2,170,123 | ||||
| Larry S. McWilliams |
17,219,281 | 209,063 | 81,644 | 2,170,123 | ||||
| James C. Melville |
15,072,666 | 2,357,373 | 79,949 | 2,170,123 | ||||
| Michel S. Vermette |
17,416,716 | 39,628 | 53,644 | 2,170,123 |
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 10,371,648 |
6,674,068 | 464,272 | 2,170,123 |
Proposal 3 – Ratification of Selection of KPMG LLP for Fiscal Year 2020
| For |
Against |
Abstain | ||
| 19,615,493 |
20,032 | 44,586 |
SIGNATURE
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 FLOORING, INC. | ||
| By: | /s/ Christopher S. Parisi | |
| Christopher S. Parisi | ||
| Senior Vice President, General Counsel & Secretary | ||
Date: June 5, 2020