UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 28, 2023, the Board of Directors of Armstrong World Industries, Inc. (the “Company”), following the recommendation of the Company’s Management Development & Compensation Committee, approved the grant of a Long-Term Time-Based Restricted Stock Unit Grant to Victor D. Grizzle, the Company’s President and Chief Executive Officer, effective April 28, 2023, with a grant date fair value of $5 million (the “Award”) under the Company’s Equity and Cash Incentive Plan. The Award is intended to incentivize Mr. Grizzle to continue his service with the Company for at least three more years. As this award is a special one-time equity retention award, it is not part of Mr. Grizzle’s regular annual compensation.
The Award is composed of time-based restricted stock units with respect to 72,823 shares of the Company’s common stock. The Award will vest in full on April 28, 2026 (the “Vesting Date”), subject to Mr. Grizzle’s continued service as the Company’s President and Chief Executive Officer through the Vesting Date. Additionally, in the event of Mr. Grizzle’s Involuntary Termination, including Good Reason (as such terms are defined in the Award) prior to the Vesting Date, the Award and any accrued dividends with respect to the underlying shares will accelerate and vest in full. The Award and any accrued dividends with respect to the underlying shares will accelerate and vest pro-rata based on the period of employment in the event of death or Long-Term Disability (as defined in the Award) prior to the Vesting Date.
The preceding description of the Award is only a summary and is qualified in its entirety by the terms of the Form of 2023 Long-Term Time-Based Restricted Stock Unit Grant, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| No. 10.1 | Form of 2023 Long-Term Time-Based Restricted Stock Unit Grant—Tier I (CEO) under the Armstrong World Industries, Inc. Equity and Cash Incentive Plan. | |
| No. 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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: May 2, 2023
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