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ARMSTRONG WORLD INDUSTRIES INC

For the period ended Jun 12, 2025. Filed Apr 28, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 12, 2025 · Filed Apr 28, 2025

AWI$171.23+0.4%Stored close · as of Nov 6, 2026
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ITEM 1. – ELECTION OF DIRECTORS

At the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), which was held on June 13, 2024, our shareholders reelected Victor D. Grizzle, Barbara L. Loughran, Richard D. Holder, William H. Osborne, Wayne R. Shurts, Roy W. Templin and Cherryl T. Thomas to the Board. Effective immediately upon his reelection as a director at the 2024 Annual Meeting, Mr. Templin was reelected as Chair of the Board. Current Board member Cherryl T. Thomas, who joined the Board in 2016, will be ending her Board service effective as of the conclusion of the Annual Meeting. During her time on the Board, Ms. Thomas served on several committees of the Board and made valuable contributions to shaping the Company’s strategic priorities that have led to value creation for shareholders. The Board thanks her for her service. Effective as of the conclusion of the Annual Meeting, the size of the Board will remain at seven members as Kathleen E. Pitre has been nominated for the first time as a director.

On the recommendation of the Nominating, Governance and Social Responsibility Committee

(“Governance Committee”), our Board has nominated the seven persons listed below for election at the Annual Meeting. All nominees except for Kathleen E. Pitre are current directors of the Company. Ms. Pitre was identified and recommended to the Governance Committee by a third-party search firm retained by the Governance Committee to identify qualified potential director candidates. Ms. Pitre will join the Board subject to her election as a director at the Annual Meeting. Mr. Templin will continue as Chair of the Board subject to his reelection as a director at the Annual Meeting.

All nominees, with the exception of our President and Chief Executive Officer (“CEO”), Victor D. Grizzle, have been determined by the Board to be independent under the guidelines of the listing standards of the New York Stock Exchange (“NYSE”) and our Corporate Governance Principles. Each nominee’s term would, if elected, run from the date of such nominee’s election until the election at our next annual meeting of shareholders and qualification of such individual’s

AWI 2025 Proxy Statement1

successor, or until earlier disqualification, resignation, removal, death or incapacity. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected.

The Governance Committee believes that aligning director qualifications, experience and skill sets with our business, strategy, risks and opportunities in addition to the functional responsibilities of the Board is necessary to maintaining a Board of Directors that remains capable of effectively performing its oversight and decision-making responsibilities on behalf of the Company and its shareholders in a dynamic environment. As part of its annual Board evaluation process, the Governance Committee solicits the view of the entire Board regarding Board composition, skills and leadership abilities and factors the responses received into its Board succession planning and refreshment processes. This evaluation will generally involve assessment at multiple levels, including individual director performance, the functioning of the Board’s standing committees and the operation of the Board as a collective whole. As needed, an outside advisor may be retained to assist the Board as part of its annual evaluation process.

Coordinated by the Chair of the Governance Committee, an outside advisor was retained to assist the Board in conducting its annual evaluation process in 2024. The evaluation process included both a confidential peer review of individual directors and a confidential evaluation of individual directors by members of senior management. The Board discussed and evaluated the output of this confidential evaluation process and used it to inform the Board’s refreshment and succession planning processes.

Our Board does not have term limits or a mandatory retirement age. The Board believes that instituting fixed limits on the tenure of directors could deprive the Company of important experience and knowledge. While Board refreshment is an important consideration in the assessment of the

Board’s composition, the Board believes that the interests of the Company are best served by being able to take advantage of all available talent, and that the Board should not make determinations with regard to its membership solely on the basis of age and tenure.

Performance concerns or changes in the skill sets or experience appropriate to meet the needs of the Company, the Board and its committees are addressed directly through the Board’s evaluation, succession planning and refreshment processes.

Our Board believes that a board of directors composed of individuals with diverse attributes and backgrounds enhances the quality of our Board’s deliberations and decisions. Our Board has an expansive view of diversity, going beyond the traditional concepts of race, gender and national origin, and we seek to ensure that our Board is composed of directors with diverse viewpoints, educational backgrounds and professional experience and expertise. Our Board recognizes that this diversity, coupled with strong personal and professional ethics, integrity and values, results in a board of directors that is well-qualified to guide the Company with good business judgment.

The Governance Committee expects each of the Company’s directors to have proven leadership qualities, sound judgment, integrity and a commitment to the success of the Company. In evaluating director candidates and considering incumbent directors for nomination to the Board, the Governance Committee evaluates a variety of factors. These include each nominee’s independence, financial literacy, personal and professional accomplishments, and experience in light of the needs of the Company. For incumbent directors, the factors also include past performance on our Board and contributions to their respective committees. Our Board is also particularly interested in maintaining a mix of skills and qualifications that include the following:

Public Company CEO or COO within past 5 years

Senior Executive Leadership

Manufacturing and Distribution Operations

Financial Literacy

Cybersecurity

Capital Markets Transactions

Technology

Mergers & Acquisitions

Risk Management

Corporate Governance

Additionally, the Governance Committee may also establish additional specific skills and qualifications when recruiting potential Board candidates based upon an assessment by the Board of the current and future needs of the Company, the Board or its committees as part of the Board’s refreshment and succession planning process.

2AWI 2025 Proxy Statement

Each director nominee’s biography in the pages that follow includes notable skills and qualifications that contributed to the individual’s selection as a nominee. Director skills and qualifications are also featured in the chart immediately following the biographies.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.