Armstrong World Industries (AWI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, with voting on director elections, ratification of KPMG LLP as auditor, and an advisory vote on executive compensation.

• 2024 saw strong financial results, two key acquisitions in Architectural Specialties, and the launch of TemplokⓇ energy-saving ceiling products.

• Shareholder engagement was expanded in 2024 following lower support for executive compensation, leading to enhanced disclosures and program adjustments.

Voting matters and shareholder proposals

• Shareholders will vote on seven director nominees, ratification of KPMG LLP as auditor, and a non-binding say-on-pay resolution.

• Board recommends voting FOR all director nominees, FOR auditor ratification, and FOR executive compensation.

• Shareholder proposals for the 2026 meeting must be submitted by December 29, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board will remain at seven members, with one new nominee, Kathleen E. Pitre, joining if elected.

• 86% of nominees are independent; board diversity includes 29% Black and 29% women.

• Board committees include Audit, Compensation, Finance, and Governance, all composed of independent directors.

• Board succession, refreshment, and diversity are emphasized, with annual evaluations and no term limits.

• Board leadership is split between Chair and CEO roles.