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 1, 2018

 

 

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.  ☐

 

 

 

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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 1, 2018 at which the stockholders voted in favor of the proposals for: (i) the election of the 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 2018.

The final voting results for each of these proposals are as follows:

Proposal 1 – Election of Former Class I and Current Class II Directors to Serve One-Year Terms Expiring at the Annual Meeting of Stockholders in 2019

 

Nominee (Class)		For		Against		Abstain		Broker  Non-Vote
Kathleen S. Lane (I)		22,304,566		193,298		5,303		1,215,142
Michael W. Malone (I)		22,295,996		195,368		11,803		1,215,142
Jacob H. Welch (I)		22,303,470		192,419		7,278		1,215,142
Jeffrey Liaw (II)		22,297,552		194,269		11,346		1,215,142
Donald R. Maier (II)		22,286,413		204,222		12,532		1,215,142
James J. O’Connor (II)		22,129,428		361,001		12,738		1,215,142

Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation

 

For		Against		Abstain		Broker  Non-Vote
22,346,211		146,748		10,208		1,215,142

Proposal 3 – Ratification of Selection of KPMG LLP for Fiscal Year 2018

 

For		Against		Abstain
23,689,883		26,231		2,195

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.

 

 

Date: June 5, 2018