SUPPLEMENT TO THE PROXY STATEMENT
FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2019
This proxy statement supplement (this
Supplement
) dated May 3, 2019, supplements the definitive proxy statement on
Schedule 14A (the
Proxy Statement
) of Armstrong Flooring, Inc. (the Company) dated April 24, 2019 and made available to stockholders in connection with the Annual Meeting of Stockholders to be held on June 4,
2019 (the
Annual Meeting
). Except as specifically supplemented by the information contained in this Supplement, all information set forth in the Proxy Statement continues to apply and should be considered in voting your shares.
THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION
AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION
WITH THE PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS
Separation of the CEO
On May 3,
2019, the Company announced that pursuant to a mutual agreement between the Company and Donald R. Maier, Mr. Maiers employment with the Company ceased effective May 2, 2019 and Mr. Maier resigned as a member of the Board of
Directors of the Company (the
Board
). Mr. Maier will not stand for
re-election
at the Annual Meeting.
Appointment of Interim CEO
Effective
May 2, 2019, Larry S. McWilliams, Chair of the Board, has been appointed to the position of Interim Chief Executive Officer.
In
connection with his appointment as Interim Chief Executive Officer, and effective May 2, 2019, Mr. McWilliams will receive (i) an annual base salary of $700,000 to be paid in accordance with the Companys regular payroll policies
during his tenure and (ii) a grant of restricted stock units with a value of $160,000, with the number of shares to be subject to the grant determined by the NYSE closing price of the Companys common shares on the grant date.
Mr. McWilliams will not otherwise participate in the Companys Annual Incentive Plan and, while in the role of Interim Chief Executive Officer, will not receive the cash and equity-based compensation paid to
non-employee
directors of the Company, which compensation was previously disclosed in the Proxy Statement.
Reduction in Size of the Board
The
Companys Amended and Restated Certificate of Incorporation provides that the size of the Board shall be fixed from time to time by the Board. The size of the Board is currently fixed at nine (9) members. However, the Board has taken
action to reduce the size of the Board to eight (8) members, effective immediately, and to further reduce the size of the Board to seven (7) members following the certification of the results of the vote at the Annual Meeting. The
immediate reduction in the size of the Board has eliminated the vacancy that would otherwise have existed as a result of Mr. Maiers resignation from the Board and withdrawal of his name from
re-election,
and the reduction to seven (7) members will eliminate the vacancy that would otherwise exist as of the Annual Meeting for the reasons otherwise disclosed in the Proxy Statement.
Appointment of Lead Independent Director
In light of Mr. McWilliams appointment to the role of Interim Chief Executive Officer, Mr. McWilliams no longer meets the
standards for director independence as set forth by the New York Stock Exchange. The Companys Corporate Governance Guidelines provide that when the Chair of the Board is not an independent director, an independent director will be designated
to serve as a Lead Independent Director. Effective May 2, 2019, James C. Melville, a director and the Chair of the Boards Nominating and Governance Committee, was appointed to the role of Lead Independent Director. The Lead Independent
Director typically works with the Chair and other
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