Current Report Filing (8-k)

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): May 16, 2019

ARMSTRONG FLOORING, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-37589	47-4303305
(State or other jurisdiction of incorporation )	(Commission File No.)	(IRS Employer Identification No.)

2500 Columbia Avenue P.O. Box 3025 Lancaster, Pennsylvania		17603
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (717) 672-9611

Not Applicable

(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 the registrant under any of the following provisions:

☐	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))

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. ☐

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, $0.0001 par value

AFI

New York Stock Exchange

Item 8.01 Other Events

On May 3, 2019 Armstrong Flooring, Inc. (the “Company”) announced the May 2, 2019 appointments of (i) Larry S. McWilliams, the Company’s Chair of the Board of Directors (the “Board”), to the position of Interim Chief Executive Officer of the Company and (ii) James C. Melville as the Lead Independent Director of the Board. In light of such announcements, the Company wishes to confirm the current structure of the Board’s four standing committees, all effective as of June 1, 2018, as set forth below:

Audit Committee

Finance

Committee

Management

Development and

Compensation

Committee

Nominating and

Governance

Committee

Michael W. Malone, Chair

Kathleen S. Lane

Jeffrey Liaw

Michael F. Johnston

Jeffrey Liaw, Chair

Michael F. Johnston

Michael W. Malone

James C. Melville

Jacob H. Welch

Michael F. Johnston, Chair

Kathleen S. Lane

James C. Melville

James J. O’Connor

Jacob H. Welch

James C. Melville, Chair

Kathleen S. Lane

Michael W. Malone

James J. O’Connor

Mr. McWilliams does not serve on any standing committees of the Board.

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.