Additional Proxy Soliciting Materials (definitive) (defa14a)
April 24 2019 - 4:21PM
Edgar (US Regulatory)
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary 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 Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ARMSTRONG FLOORING, 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.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** E
x
ercise
Y
our
Right
to
V
ote ***
Impo
r
tant Notice Rega
r
ding the
A
vailability of P
r
o
xy Materials
f
or the
Stockholder Meeting to Be Held on
J
une 4,
2019.
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ARMST
R
ONG FLOORING,
IN
C
.
ARMSTRONG FLOORING, INC.
CHRISTOPHER S.
P
ARISI
2500 COLUMBIA
A
VENUE
P.O. BOX 3025
LANCASTER,
P
A 17603
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Meeting In
f
ormation
Meeting Type:
An
n
ual Meeting
For holders as of:
April 8,
2019
Date:
J
une 4,
2019
Time:
9:00 a.m.
Location:
Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/AFI2019.
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/AFI2019 and be sure to have the information that is printed in the box marked by the arrow
(located on the following page).
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Y
o
u
a
r
e
r
eceivin
g
thi
s
com
m
unicatio
n
becaus
e
y
o
u
hol
d
sha
r
e
s
in th
e
compa
n
y
name
d
ab
o
v
e
.
This
is
not
a
ballot.
Y
ou
cannot
use
this
notice
to
v
ote
these
sha
r
es
.
Thi
s
com
m
unicatio
n
p
r
esent
s
on
l
y
a
n
o
v
e
r
vi
e
w
o
f
th
e
mo
r
e complete
p
r
o
xy
materials
that
a
r
e
a
vailable
to
y
ou
on
the
Internet.
Y
ou
m
a
y
vi
e
w
the
p
r
o
xy
materials
online
at
ww
w
.p
r
o
xyvot
e
.co
m
or easi
l
y
r
equest
a
p
a
per
co
p
y
(see
rev
erse
side).
We
encourag
e
y
o
u
t
o
acces
s
an
d
r
e
vi
e
w
al
l
o
f
th
e
impo
r
tant
in
f
ormatio
n
containe
d
i
n
th
e
p
r
o
x
y
material
s
be
f
o
r
e
v
oting.
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See
the
r
e
v
erse
side
of
this
notice
to
obtain p
r
o
xy materials and
v
oting instructions.
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— Before
Y
ou
V
ote —
H
o
w to
Access the P
r
o
xy Materials
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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
(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
(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 M
a
y 21,
2019 to facilitate timely delivery.
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— How
T
o
V
ote —
Please Choose One of the
F
oll
o
wing
V
oting Methods
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Vote By Internet:
Before The Meeting:
Go
to
www.proxyvote.com
.
Have
the
information
that
is
printed
in
the
box
marked
by
the
arrow
(located on the
f
oll
o
wing page) available and follow the instructions.
During The Meeting:
Go
to
www.virtualshareholdermeeting.com/AFI2019.
Have
the
information
that
is
printed
in
the
box
marked
by the
arrow
(located
on
the
f
oll
o
wing
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.
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Voting Items
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The Board of Directors recommends you vote
FOR each of the nominees named in Proposal 1.
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The Board of Directors recommends you vote
FOR Proposals 2 and 3.
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1. Election of Directors (nominees 1a, 1b, 1c, 1d, 1e, 1f, 1g and 1h) to serve for a one-year term.
Nominees:
1a. Kathleen S. Lane
1b. Jeffrey Liaw
1c. Michael F. Johnston
1d. Donald R. Maier
1e. Michael W. Malone
1f. Larry S. McWilliams
1g. James C. Melville
1h. Jacob H. Welch
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2. Advisory Vote to Approve Named Executive Officer Compensation.
3. Ratification of election of KPMG LLP as the Company's Independent Registered Public Accounting Firm.
NOTE:
To transact other business as may properly come before the meeting or any adjournment or postponement thereof.
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