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Section 1: 8-K (FORM 8-K)

Form 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): February 1, 2018

 

 

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.  ☐

 

 

 


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.

(b)    On and effective February 1, 2018, Joseph N. Bondi resigned from his position as Senior Vice President and Chief Product Officer of Armstrong Flooring, Inc. (the “Company”). Mr. Bondi will remain in a full-time, non-executive, non-officer employment role reporting to Donald R. Maier, the Company’s President and Chief Executive Officer, or Mr. Maier’s designee, from February 1, 2018 through May 31, 2018 (the “Transition Period”). In connection with Mr. Bondi’s resignation, the Company and Mr. Bondi entered into a Separation and Release Agreement (the “Separation Agreement”).

(e)    Pursuant to the terms of the Separation Agreement, and subject to certain conditions, including Mr. Bondi’s continued employment and execution of certain releases without timely revocation of his consent to the releases, Mr. Bondi will be entitled to: (i) continue to receive, during the Transition Period, his monthly base pay at the rate in effect as of February 1, 2018 (US $28,600.00) and all applicable perquisites, less applicable deductions and withholdings in accordance with the Company’s usual payroll practices and procedures; (ii) be eligible to participate, during the Transition Period, in the Company’s standard employee benefit plans in which he participated as of the date of the resignation; and (iii) provided that Mr. Bondi is employed by the Company through May 31, 2018 (the “Separation Date”) or such employment was previously terminated by the Company other than for Mr. Bondi’s breach of the Separation Agreement and other than for Cause, a lump sum payment of US $250,000.00, less all applicable withholding, in the first payroll period following Mr. Bondi’s execution of a supplemental release without timely revocation of his consent to such release. Mr. Bondi also acknowledged and agreed that he will continue to be bound by certain restrictive covenants included in his Change in Control Agreement with the Company. Mr. Bondi also granted the Company a waiver and release of liability and claims and will grant a supplemental release to the Company following the conclusion of the Transition Period. Mr. Bondi’s release includes, without limitation, a waiver and release of all rights under his Change in Control and Severance Agreement with the Company, the Company’s Severance Pay Plan for Executive Employees and any incentive compensation plan or stock option plan with the Company. Mr. Bondi will not be eligible for any award under the Company’s Annual Incentive Plan in respect of 2018 or any long-term incentive awards during the Transition Period.

Section 7 – Regulation FD

 

Item 7.01 Regulation FD Disclosure.

On February 5, 2018, the Company issued a press release announcing (i) its strategy to empower its distributors with increased responsibility for marketing, merchandising and sales of its residential flooring products and focus resources to drive growth with national retail and commercial customers, and (ii) the resignation of Mr. Bondi as Senior Vice President and Chief Product Officer. The full text of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

No.

  

Description

99.1    Press Release of Armstrong Flooring, Inc. dated February 5, 2018


SIGNATURE

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.
By:   /s/ Christopher S. Parisi
  Christopher S. Parisi
  Senior Vice President, General Counsel & Secretary

Date: February 5, 2018

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

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FOR IMMEDIATE RELEASE

February 5, 2018

Armstrong Flooring Advances Growth Strategy with

Strengthened Distributor Partnerships

LANCASTER, Pa. – Armstrong Flooring, Inc., is empowering its distributors with increased responsibility for marketing, merchandising and sales of its residential flooring products, and is focusing resources to drive growth with national retail and commercial customers.

“Since we launched Armstrong Flooring as an independent company in 2016, one of our core objectives has been winning with distribution – to grow sales and market share by rebuilding and leveraging our distributor relationships,” said Armstrong Flooring President and CEO Don Maier. “We’ve made tremendous progress to further enhance these partnerships, and we are confident that we are working with distributors who can most effectively advance our growth strategy.”

“This transition marks the next step in that evolution. Shifting elements of our residential marketing and merchandising responsibilities to our distributors is intended to increase efficiency, move decision-making closer to the customer, and improve speed-to-market,” Mr. Maier said. “As distributors take on additional responsibilities, we plan to increase investments in national retail and commercial accounts, specifiers, architects, designers and contractors.”

Additionally, Joe Bondi resigned from his role as Senior Vice President and Chief Product Officer, effective February 1, 2018. He will continue working with Armstrong Flooring through May 31, 2018, focused on executing this strategic transition and other projects. He will continue to report to Mr. Maier.

“Joe has provided valuable leadership as we established Armstrong Flooring as an independent company,” Mr. Maier said. “He has been instrumental in developing initiatives to strengthen our brand, our commitment to innovation, and our customer focus. We look forward to his continued insights during this transition.”

Armstrong Flooring, Inc. (NYSE: AFI) is a global leader in the design and manufacture of innovative flooring solutions that inspire spaces where people live, work, learn, heal and play SM. Headquartered in Lancaster, Pa., Armstrong Flooring is the #1 manufacturer of resilient and wood flooring products across North America. The Company safely and responsibly operates 15 manufacturing facilities in three countries and employs approximately 3,700 individuals, all working together to provide the highest levels of service, quality and innovation to ensure it remains as strong and vital as its 150-year heritage. Learn more at www.armstrongflooring.com.

 

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Forward Looking Statements

Disclosures in this release and in our other public documents and comments contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements provide our future expectations or forecasts and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in our reports filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update any forward-looking statements beyond what is required under applicable securities law.

Investors:

Douglas Bingham, 717-672-9300

VP, Treasury and Investor Relations

IR@armstrongflooring.com

Media:

Steve Trapnell, 717-672-7218

Corporate Communications Manager

aficorporatecommunications@armstrongflooring.com

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