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ARMSTRONG WORLD INDUSTRIES INC

For the period ended Jun 11, 2026. Filed Apr 30, 2026.

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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 11, 2026 · Filed Apr 30, 2026

AWI$171.23+0.4%Stored close · as of Nov 6, 2026
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Contents

ITEM 1. – ELECTION OF DIRECTORS

At the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”), which was held on June 12, 2025, our shareholders reelected Victor D. Grizzle, Barbara L. Loughran, Richard D. Holder, William H. Osborne, Wayne R. Shurts, and Roy W. Templin to the Board. Kathleen E. Pitre was also elected to the Board for the first time. Effective immediately upon his reelection as a director at the 2025 Annual Meeting, Mr. Templin was reelected as Chair of the Board. On October 22, 2025, the Board appointed Kevin P. Holleran as a director, expanding the Board size to eight members. Mr. Holleran was identified and recommended to the Nominating, Governance and Social Responsibility Committee (“Governance Committee”) by a third-party search firm retained by the Governance Committee to identify qualified potential director candidates.

On January 13, 2026, the Board expanded the size of the Board to nine members and announced a leadership transition that became effective April 1, 2026 pursuant to which:

(a) Victor D. Grizzle transitioned from his position as the Company’s President and Chief Executive

Officer (“CEO”) to become Executive Chair of the Board (“Executive Chair”);

(b) Mark A. Hershey succeeded Mr. Grizzle as President and CEO of the Company and became a director of the Board; and

(c) Roy W. Templin became lead independent director of the Board (“Lead Independent Director”).

On the recommendation of the Governance Committee, our Board has nominated the nine persons listed below for election at the Annual Meeting, including Messrs. Holleran and Hershey who were appointed since the 2025 Annual Meeting. All nominees are current directors of the Company. Subject to his reelection as a director at the Annual Meeting, Mr. Grizzle is expected to continue to serve as Executive Chair of the Board until December 31, 2026, at which time he is expected to resign as a director with the size of the Board reduced to eight members. Subject to his reelection as a director at the Annual Meeting, Mr. Templin is expected to continue to serve as Lead Independent Director until December 31, 2026 and to be reappointed to serve as Chair of the Board, effective January 1, 2027.

AWI 2026 Proxy Statement1

All nominees, with the exception of our President and CEO, Mark A. Hershey, and our Executive Chair, 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 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 performance, 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, our 2025 Board evaluation process included both a confidential peer review of individual directors and assessments of the effectiveness of each of our standing Board committees and the full Board. The Board discussed and evaluated the output of this evaluation process, in addition to input provided by an outside advisor retained to assist the Board in conducting its 2024 Board evaluation process, and used the same 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 (past 5 years)

Senior Executive Leadership

Manufacturing and Distribution Operations

Financial Literacy

Cybersecurity

Capital Markets Transactions

Technology

Mergers & Acquisitions

Risk Management

Corporate Governance

2AWI 2026 Proxy Statement

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 evaluation, succession planning, and refreshment processes.

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. A summary of particular director skills and qualifications is also featured in the chart immediately following the director 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.