SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

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Preliminary Proxy Statement

 

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Definitive Proxy Statement

 

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

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Definitive Additional Materials

 

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Soliciting Material Pursuant to §240.14a-12

ARMSTRONG WORLD INDUSTRIES, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (check the appropriate box):

 

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No fee required.

 

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

  

 

  (2) Aggregate number of securities to which transaction applies:

 

  

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  

 

  (4) Proposed maximum aggregate value of transaction:

 

  

 

  (5) Total fee paid:

 

  

 

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Fee paid previously with preliminary materials.

 

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

 

  

 

  (2) Form, Schedule or Registration Statement No.:

 

  

 

  (3) Filing Party:

 

  

 

  (4) Date Filed:

 

  

 

 

 

 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on July 13, 2017.

 

  ARMSTRONG WORLD INDUSTRIES, INC.        Meeting Information    
        

 

Meeting Type: Annual Meeting

   
         For holders as of: April 28, 2017    
         Date: July 13, 2017                      Time: 8:00 a.m.    
 

ARMSTRONG WORLD INDUSTRIES, INC.

MARK A. HERSHEY

2500 COLUMBIA AVENUE

LANCASTER, PA 17603

 

       Location:  

Meeting live via the Internet-please visit

www.virtualshareholdermeeting.com/awi2017.

   
        

 

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/awi2017 and be sure to have the information that is printed in the box marked by the arrow LOGO (located on the following page).

 

   
                 
        

 

You are receiving this communication because you hold shares in the company named above.

 

 
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 
         See the reverse side of this notice to obtain proxy materials and voting instructions.  
          

 

 

 

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— Before You Vote —

How to Access the Proxy Materials

 

          

 

Proxy Materials Available to VIEW or RECEIVE:

   
     

 

NOTICE AND PROXY STATEMENT      ANNUAL REPORT

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

1) BY INTERNET :                     www.proxyvote.com

2) BY TELEPHONE :                 1-800-579-1639

3) BY E-MAIL* :                        sendmaterial@proxyvote.com

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 29, 2017 to facilitate timely delivery.

 

   
          

 

— How To Vote —

 

Please Choose One of the Following Voting Methods

 

                
     

Vote By Internet:

Before The Meeting:

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

During The Meeting:

Go to www.virtualshareholdermeeting.com/awi2017. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

   
          
 

 

Voting Items

 

         
  The Board of Directors recommends you vote FOR the following:          
 

1.

  Election of Directors            
    Nominees:                
 

01)

  Stan A. Askren  

06)

 

James J. O’Connor

           
  02)   Victor D. Grizzle   07)   John J. Roberts            
  03)   Tao Huang   08)   Gregory P. Spivy            
  04)   Larry S. McWilliams   09)   Roy W. Templin            
  05)  

James C. Melville

  10)  

Cherryl T. Thomas

           
 

 

The Board of Directors recommends you vote FOR the following proposals:

 

  2.   To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2017.
  3.   To approve, on an advisory basis, our executive compensation program.
 

 

The Board of Directors recommends you vote one (1) year on the following proposal:

 

  4.   To approve, on an advisory basis, the frequency with which shareholders will be presented with the non-binding proposal to approve the compensation of the named executive officers (every 1, 2 or 3 years).
 

 

NOTE : Such other business as may properly come before the meeting or any adjournment thereof. In their discretion, the proxy holders are authorized to vote on such other business as may properly come before the meeting or any postponement or adjournment thereof.

 

 

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