Armstrong World Industries amends bylaws to add shareholder proposal mechanics and comply with universal proxy rules

ARMSTRONG WORLD INDUSTRIES INC

Effective April 19, 2023, Board approved amendment to Bylaws.
New rules limit shareholder director nominees to number of directors to be elected.
Requires nominating shareholder to solicit proxies from holders of at least 67% voting power.
White proxy card reserved for Board; other shareholders must use different color.
Presiding officer may disregard non-compliant nominations; votes for disqualified nominees treated as abstentions.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ARMSTRONG WORLD INDUSTRIES INC: Amended Bylaws to add procedural mechanics and disclosure requirements for shareholder proposals and director nominations, aligning with universal proxy rules (effective 2023-04-19).

Change: bylaw amendment
Effective: 2023-04-19

Exact text from the filing

Effective April 19, 2023, the Board of Directors (the “Board”) of Armstrong World Industries, Inc. (the “Corporation”) approved an amendment of the Corporation’s Bylaws (the “Bylaws”). The Bylaws were amended primarily to add certain procedural mechanics and disclosure requirements in connection with shareholder proposals and nominations of directors and the universal proxy rules adopted by the Securities and Exchange Commission including, among other things:

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Source: SEC EDGAR

accession 0000950170-23-014465

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