awi-8k_20211112.htm
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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): November 12, 2021

 

 

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania

 

1-2116

 

23-0366390

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

2500 Columbia Avenue P.O. Box 3001

Lancaster, Pennsylvania

 

17603

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (717) 397-0611

NA

(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

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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value per share

 

AWI

 

New York Stock Exchange

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. ◻

 

 


 

 

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 November 16, 2021, Armstrong World Industries, Inc. (the “Company’) announced that Charlie M. Chiappone has notified the Company of his intent to retire from his position as Senior Vice President, Ceiling and Wall Solutions of the Company, effective April 1, 2022.  In connection with Mr. Chiappone’s pending retirement, the Company announced that Mark A. Hershey, General Counsel, Chief Compliance Officer and Senior Vice President of Business Development and Sustainability will become Senior Vice President, Americas.  In his new role, Mr. Hershey will assume responsibility for the Company’s mineral fiber and architectural specialties business segments and retain responsibility for Business Development.  The Company also announced that Jill A. Crager, Vice President, Commercial Digitalization will become Senior Vice President, Sales Operations responsible for all distribution and direct sales channels, pricing and customer service. In her new role, Ms. Crager will continue to be responsible for Commercial Digitalization.

 

In connection with his appointment as Senior Vice President, Americas, Mr. Hershey’s base salary will increase to $490,000. Mr. Hershey will continue to participate in the Company’s annual short-term incentive plan, for which his cash incentive award target will increase to 70% of actual annual base salary earnings, as well as the Company’s long-term incentive plan.

 

Mr. Chiappone’s decision to retire is not related to any disagreement with the Company, and he will provide support to Mr. Hershey and Ms. Crager through April 1, 2022 to ensure a smooth transition.

 

A copy of the Company’s press release announcing Mr. Chiappone’s retirement and subsequent leadership changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 


Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

No. 99.1

 

No. 104

 

Press Release of Armstrong World Industries, Inc. dated November 16, 2021

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2


 

 

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/ Brian L. MacNeal

 

 

Brian L. MacNeal

 

 

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Date: November 16, 2021

 

 

3

awi-ex991_16.htm

Exhibit 99.1

 

Armstrong World Industries Announces Key Leadership Changes

 

 

LANCASTER, Pa., Nov. 16, 2021 – Armstrong World Industries, Inc (NYSE:AWI) announced today that Charlie M. Chiappone, senior vice president, Ceilings and Wall Solutions, will retire effective April 1, 2022. In conjunction with Mr. Chiappone’s retirement, the company announced the following changes to the company’s leadership team effective Jan. 1, 2022.

 

Mark A. Hershey, general counsel, chief compliance officer and senior vice president of Business Development and Sustainability will become senior vice president, Americas. In his new role, Mr. Hershey will assume responsibility for AWI’s mineral fiber and architectural specialties business segments and retain responsibility for Business Development.

 

Jill A. Crager, vice president, Commercial Digitalization, will become senior vice president, Sales Operations responsible for all distribution and direct sales channels, pricing and customer service. In this new role, Ms. Crager will continue to be responsible for Commercial Digitalization.

 

“AWI has deeply benefited from Charlie’s work to build an outstanding team of strategic, agile, driven leaders, dedicated to our employees and the growth of the company. Charlie has been vital to AWI’s success, and we wish him well and thank him for his countless contributions,” said Vic Grizzle, AWI president and chief executive officer. “AWI has made great progress on its growth strategy over the past five years. We’ve acquired seven companies, stood up an industry-leading digital platform, and invested significantly in our mineral fiber capabilities. Mark and Jill are experienced, established and respected leaders who have been instrumental in these achievements and have consistently delivered results for the company, and I have every confidence they will continue to help us achieve our growth goals.”

 

Mr. Hershey joined AWI in 2011 as senior vice president, general counsel and secretary, and has served as chief compliance officer since 2012. In 2020, he assumed additional responsibility for AWI’s Business Development and Sustainability functions where he played a key role in the execution of multiple acquisitions and the development of the company’s sustainability strategy. Prior to joining AWI, Mr. Hershey served as senior vice president, general counsel and secretary at Ricoh Americas Corporation, and held similar positions as a senior executive for IKON Office Solutions, Inc. He also serves on the board of trustees of The National Building Museum. Mr. Hershey holds a bachelor’s degree in Finance from The Pennsylvania State University and a juris doctor from Villanova University School of Law.

 

Ms. Crager has served as vice president, Commercial Digitalization at AWI since 2019. In this position, she oversees AWI’s commercial digitalization programs, including kanopi by Armstrong, a digital platform to serve small-to-medium sized owners and business/building operators seeking healthy, sustainable, cost-effective and attractive ceiling and wall solutions. Prior to 2019, Ms. Crager served in a number of customer-facing roles with AWI since joining in 1998,

 

 

Armstrong World Industries
2500 Columbia Avenue, Lancaster, PA 17603

 

717.397.0611 | www.armstrongceilings.com


including vice president, National Accounts and Retail. Ms. Crager holds a bachelor’s degree in Computer Science from The Pennsylvania State University.

 

Mr. Chiappone will provide support to Mr. Hershey and Ms. Crager through April 1, 2022 to ensure a smooth transition.

 

Contacts

Investors:Theresa Womble, tlwomble@armstrongceilings.com or (717) 396-6354

Media:

Jennifer Johnson, jenniferjohnson@armstrongceilings.com or
(866) 321-6677

 

 

About Armstrong World Industries

 

Armstrong World Industries, Inc. (AWI) is a leader in the design and manufacture of innovative commercial and residential ceiling, wall and suspension system solutions in the Americas. With $937 million in revenue in 2020, AWI has approximately 2,800 employees and a manufacturing network of 15 facilities, plus six facilities dedicated to its WAVE joint venture. 

Uncertainties Affecting Forward-Looking Statements

Disclosures in this release and in our other public documents and comments may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Those statements provide our future expectations or forecasts and can be identified by our use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "outlook," "target," "predict," "may," "will," "would," "could," "should," "seek," and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance.  Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future.  As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements.  A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in the “Risk Factors” and “Management’s Discussion and Analysis” sections of our reports on Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission.  Forward-looking statements speak only as of the date they are made.  We do not undertake or assume any obligation to update or revise any forward-looking statements beyond what is required under applicable securities law.

 

 

 

Armstrong World Industries
2500 Columbia Avenue, Lancaster, PA 17603

 

717.397.0611 | www.armstrongceilings.com