Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2022 Annual Meeting of Shareholders of Armstrong World Industries, Inc. (the "Company") held on June 16, 2022 (the "2022 Annual Meeting"), shareholders approved the Company's Equity and Cash Incentive Plan (the "2022 Plan"). The 2022 Plan is an equity and cash incentive plan, pursuant to which awards may be granted to employees, officers and consultants of the Company or any subsidiary or affiliate of the Company, including stock options, stock appreciation rights, restricted stock awards, stock units, cash awards, and other stock-based awards. The 2022 Plan was adopted principally to serve as a successor plan to the 2016 Long-Term Incentive Plan (the "2016 Plan") and the 2011 Long-Term Incentive Plan (the "2011 Plan", and together with the 2016 Plan, the "Prior Plans") and to increase the number of shares of Company common stock reserved for equity-based awards by 1,750,000 shares (in addition to the share reserve amount that remained available under the Prior Plans immediately prior to the adoption of the 2022 Plan and any shares of Company common stock subject to outstanding equity-based awards under the Prior Plans that terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, vested, or settled in full). It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the 2022 Plan subsequent to the 2022 Annual Meeting because the grant and payment of such awards is subject to the discretion of the Management Development & Compensation Committee of the Board of Directors of the Company (the "Board").

The foregoing description of the terms and conditions of the 2022 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 Plan, which is included in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 27, 2022 (the "2022 Proxy Statement") as Annex B and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders. At the 2022 Annual Meeting, the Company's shareholders: (i) elected all eight (8) nominees to the Company's Board of Directors, (ii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2022, (iii) approved, on an advisory basis, the Company's executive compensation program, and (iv) approved the 2022 Plan. The voting results are set forth in the tables below.

Election of Directors


                       For       Withheld   Broker Non-Vote

Victor D. Grizzle 43,010,341 173,213 1,238,214 Richard D. Holder 43,165,248 18,306 1,238,214 Barbara L. Loughran 42,963,231 220,323 1,238,214 Larry S. McWilliams 42,901,563 281,991 1,238,214 James C. Melville 42,448,871 734,683 1,238,214 Wayne R. Shurts 42,842,062 341,492 1,238,214 Roy W. Templin 42,409,551 774,003 1,238,214 Cherryl T. Thomas 42,589,007 594,547 1,238,214

Ratification of the appointment of KPMG LLP

For Against Abstain Broker Non-Vote 40,986,303 3,430,286 5,179 --

Advisory Approval of Executive Compensation



   For       Against   Abstain   Broker Non-Vote
42,841,882   334,964    6,708       1,238,214

Approval of Company Equity and Cash Incentive Plan



                                       2

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   For        Against    Abstain   Broker Non-Vote
41,909,020   1,270,973    3,561       1,238,214

Item 8.01 Other Events.

Appointment of Chairman and Board Committee Members

Following the Annual Meeting, the Board appointed the following directors to be members of the Board's standing committees, effective immediately.



Committee                      Members
Audit                          Richard D. Holder, Barbara L. Loughran (Chair),
                               Wayne R. Shurts and Roy W. Templin
Finance                        Richard D. Holder, Barbara L. Loughran, Larry S.
                               McWilliams, James C. Melville, Wayne R. Shurts,
                               Roy W. Templin (Chair), and Cherryl T. Thomas
Management Development &       Richard D. Holder, Barbara L. Loughran, James C.
Compensation                   Melville, Wayne R. Shurts (Chair), and Cherryl T.
                               Thomas
Nominating and Governance      James C. Melville (Chair), Wayne R. Shurts, Roy W.
                               Templin and Cherryl T. Thomas

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