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 4, 2021
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 on which registered |
||
| Common Stock, $0.0001 par value | AFI | New York Stock Exchange |
Section 5 – Corporate Governance and Management
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws |
As described under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Armstrong Flooring, Inc. (the “Company”) held on June 4, 2021, the stockholders of the Company approved a proposed amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to reduce the minimum and maximum number of directors that constitute our Board of Directors. The Amendment is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A in connection with the Annual Meeting. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on June 4, 2021.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on June 4, 2021 at which the stockholders voted in favor of the proposals for (i) the election of the seven (7) directors listed below; (ii) the Amendment; (iii) the Amended and Restated Armstrong Flooring, Inc. Directors Stock Unit Plan; (iv) the advisory vote to approve the Company’s named executive officer compensation; and (v) the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2021.
The final voting results for each of these proposals are as follows:
Proposal 1 – Election of Directors
|
Nominee |
For | Withheld |
Broker
Non-Vote |
|||||||||
|
Michael F. Johnston |
10,226,692 | 3,039,550 | 3,522,474 | |||||||||
|
Kathleen S. Lane |
10,287,925 | 2,978,317 | 3,522,474 | |||||||||
|
Jeffrey Liaw |
13,090,737 | 175,505 | 3,522,474 | |||||||||
|
Michael W. Malone |
12,449,399 | 816,843 | 3,522,474 | |||||||||
|
Larry S. McWilliams |
13,099,363 | 166,879 | 3,522,474 | |||||||||
|
James C. Melville |
9,664,046 | 3,602,196 | 3,522,474 | |||||||||
|
Michel S. Vermette |
13,010,729 | 255,513 | 3,522,474 | |||||||||
Proposal 2 - Approval of an amendment to Amended and Restated Certificate of Incorporation
|
For |
Against |
Abstain |
||
|
16,464,435 |
307,941 | 16,340 |
Proposal 3 - Approval of Amended and Restated Armstrong Flooring, Inc. Directors Stock Unit Plan
|
For |
Against |
Abstain |
||
|
12,587,149 |
664,262 | 14,831 |
Proposal 4 – Advisory Vote to Approve Named Executive Officer Compensation
|
For |
Against |
Abstain |
Broker Non-Vote |
|||
|
10,090,589 |
3,132,291 | 43,362 | 3,522,474 |
Proposal 5 – Ratification of Selection of KPMG LLP for Fiscal Year 2021
|
For |
Against |
Abstain |
||
|
16,762,709 |
24,972 |
1,035 |
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit
|
Description |
|
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Armstrong Flooring, Inc. | |
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 4, 2021
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ARMSTRONG FLOORING, INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
ARMSTRONG FLOORING, INC., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:
FIRST: Clause (b) of Paragraph FIFTH of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as set forth below:
(b) The Board shall consist of not less than five (5) nor more than nine (9) directors, the exact number of which shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire board of Directors.
SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Armstrong Flooring, Inc. has caused this Certificate to be duly executed in its corporate name this 4th day of June 2021.
| ARMSTRONG FLOORING, INC. | ||
| By: |
/s/ Christopher S. Parisi |
|
| Christopher S. Parisi | ||
| Senior Vice President, General Counsel & Secretary | ||