Armstrong World Industries (AWI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, with voting on director elections, auditor ratification, the 2026 Directors Stock Unit Plan, and a say-on-pay advisory vote.

• The company reported strong financial performance in 2025, including significant sales and EBITDA growth, and completed key acquisitions to expand its Architectural Specialties segment.

• Leadership transitions include Mark A. Hershey becoming President and CEO as of April 1, 2026, with Victor D. Grizzle moving to Executive Chair and Roy W. Templin as Lead Independent Director.

Voting matters and shareholder proposals

• Shareholders will vote on nine director nominees, ratification of KPMG LLP as auditor, approval of the 2026 Directors Stock Unit Plan, and an advisory vote on executive compensation.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 31, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of nine nominees, 78% of whom are independent, with an average tenure of 4.9 years and an emphasis on diversity in skills, gender, and ethnicity.

• The board has four standing committees: Audit, Compensation, Finance, and Governance, all composed solely of independent directors.

• The board separates the roles of Chair and CEO, with clear succession planning and annual board evaluations.

• Directors are subject to stock ownership guidelines and a majority voting policy.