Business Context and Reporting Period
This Form 8-K was filed by Armstrong World Industries, Inc. on January 25, 2012. The report addresses a corporate governance matter regarding the departure of a director.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is limited to corporate governance disclosures and contains no financial performance data.
Material Changes
The material change reported is the announcement that David Bonderman, a member of the Board of Directors since 2009, will not stand for reelection at the 2012 Annual Meeting of Shareholders. Mr. Bonderman was one of two nominees to the Board of Armor TPG Holdings LLC pursuant to a Shareholders' Agreement with the Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust.
Outlook, Risks, and Management Commentary
- Reason for Departure: Management states the decision is not the result of any disagreement with the Company regarding operations, policies, or practices.
- Transition Plan: Mr. Bonderman intends to serve as a director for the remainder of his current term.
- Replacement: Under the Shareholders' Agreement, Armor TPG has the right to designate a replacement for nomination at the Annual Meeting and has indicated it intends to exercise this right.
Key Facts for Investor Verification
- David Bonderman will not seek reelection at the 2012 Annual Meeting.
- Armor TPG Holdings LLC will designate a replacement nominee.
- The departure is unrelated to any operational or policy disagreements.
- No financial data is included in this specific filing.