SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 6, 2016
ARMSTRONG FLOORING, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation )
2500 Columbia Avenue P.O. Box 3025
|(Address of principal executive offices)||(Zip code)|
Registrants telephone number, including area code: (717) 672-9611
(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))|
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|(d)||Departure of Officer|
Armstrong Flooring, Inc. (the Company) will eliminate the position of Senior Vice President, Chief Operating Officer, currently held by David S. Schulz, effective October 15, 2016. As a result of this action, pursuant to Mr. Schulzs Severance Agreement dated March 9, 2015 by and between Mr. Schulz and Armstrong World Industries, Inc. (AWI), which agreement was assumed by the Company in connection with the separation of the Company from AWI on April 1, 2016, Mr. Schulz will be entitled to receive certain cash severance benefits equal to (i) one and one-half (1.5) times the sum of his current annual base salary of $478,400 plus his target annual incentive as a percentage of salary (75%) under the Companys annual incentive program, payable in lump sum, and (ii) a pro-rated annual incentive bonus based on actual performance for the year of termination, payable at the time that bonuses are paid to employees of the Company generally. As a condition to receiving the severance benefits, Mr. Schulz must sign a release of claims. Mr. Schulz outstanding equity grants will be governed by the terms of the applicable award agreements.
Mr. Schulzs March 31, 2016 employment letter with the Company and August 1, 2015 Change in Control Severance Agreement (also assumed by the Company from AWI) will terminate effective October 15, 2016.
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.
|ARMSTRONG FLOORING, INC.|
|Christopher S. Parisi|
|Senior Vice President, General Counsel & Secretary|
Date: October 6, 2016