Good morning, welcome to the Armstrong World Industries 2026 Annual Meeting of Shareholders. My name is Vic Grizzle. I am Executive Chair of the Board of Directors. As you notice from our proxy materials, we are holding this meeting virtually via the internet, and I am pleased to serve as Chair under this format. In attendance is Jessica Cicali, Senior Vice President, General Counsel, and Chief Compliance Officer. Jessica is also Secretary of the company and will be assisting me with this meeting. In addition to Jessica, other executive officers in attendance include Mark Hershey, President and Chief Executive Officer, and Chris Calzaretta, Senior Vice President and CFO.
Also present today by invitation are Jennifer Esser, a Partner with KPMG, the company's Independent Registered Public Accounting Firm. Also Kelly Strunk, Vice President, Total Rewards, and Ellen Kidd, Director, Governance and Transactions. Jessica will act as the Judge of Election. I will be introducing our nominees for election to our Board of Directors momentarily. Before proceeding with the business of today's meeting, I would like to ask Jessica to state a few rules of conduct and procedures. Jessica?
Thank you, Vic. Most shareholders have already voted by proxy. If you did so, you do not need to vote again today. If you choose to vote during the meeting, please follow the instructions for doing so online. Please note that doing so will revoke any prior proxy vote you have made. All proxies filed with the Judge of Election will be voted as indicated on those proxies. Thank you for your cooperation with the rules of the meeting, which are available via the online platform.
This meeting has been called pursuant to due notice sent to each shareholder who was a holder of record as of April 16, 2026. Proxies were solicited on behalf of the Board of Directors. The Judge of Election's oath of office will be filed with the minutes of this meeting. The Judge of Election has a certified list of shareholders entitled to vote at this meeting. The list is available for inspection by shareholders via the online platform. Also available for inspection by shareholders are the copies of the notices, the proxy materials, and the annual report. Jessica, would you please report on the shares represented at this meeting?
Sure, Vic. Shareholders of record on April 16th, 2026, are entitled to vote at this meeting. As of that date, excluding shares held in treasury, the total number of outstanding common shares of the company was 42,712,328. There are 38,776,892 common shares of the company represented as of this meeting, either via the internet or by proxy. This represents approximately 91% of the company's outstanding common shares entitled to vote, and therefore, a quorum is present, and this meeting is lawfully convened.
Thank you, Jessica. To minimize the time consumed in tabulating the vote on each of the proposals to be acted upon today, we will discuss and vote on each proposal and then allow Jessica to report on all votes at the end of the process. The first order of business on our agenda is proposal one, the election of nine directors to hold office until the 2027 annual shareholders meeting and until their respective successors are duly elected and qualified, or until early disqualification, resignation, removal, death, or incapacity. It is now my pleasure to introduce our nominees. First is Vic Grizzle. I was appointed as Executive Chair on April 1st, 2026, and have served on the board since 2016. Previously, I served as the President and CEO of Armstrong World Industries since March of 2016. Next is Mark Hershey.
Mr. Hershey currently serves as President and CEO of Armstrong World Industries. He previously served as Senior Vice President and Chief Operating Officer since April of 2025, and Senior Vice President of the Americas since January of 2022. Next is Kevin Holleran. Mr. Holleran is President, CEO, and Director of Hayward Holdings, Incorporated. He has served on our board since October of 2025. Next is Richard Holder. Mr. Holder currently serves as the Chief Executive Officer of Loparex.
He has served on our board since June of 2022 and is the Chair of our Nominating, Governance, and Social Responsibility Committee. Next is Barbara Loughran. Ms. Loughran is a former partner with PricewaterhouseCoopers. She has served on our board since July of 2019 and is the chair of our audit committee. Next is William Osborne.
Mr. Osborne is the former Senior Vice President of Total Quality and Operations for Boeing Defense, Space & Security, one of The Boeing Company's three business units. Mr. Osborne has served on our board since July of 2022. Next is Kathleen Pitre. Ms. Pitre is Senior Vice President and President, Beverage Packaging, North and Central America at Ball Corporation. Ms. Pitre has served on our board since June of 2025. Next is Wayne Shurts. Mr. Shurts is the former Executive Vice President and Chief Technology Officer at Cisco Systems, Inc. He has served on our board since July of 2019 and is the Chair of our Management Development and Compensation Committee. Finally is Roy Templin. Mr. Templin was appointed Lead Independent Director on April 1st, 2026. He is the former Executive Vice President and Chief Financial Officer of Whirlpool Corporation.
Mr. Templin has served on our board since September of 2016 and is the chair of our finance committee. There being no further nominations submitted in advance of this meeting, may I have a motion to elect the director nominees?
Mr. Grizzle, I so move.
Is there a second?
I second the motion.
Thank you. The second order of business is the ratification of the appointment of KPMG as the company's independent registered public accounting firm to audit the company's consolidated financial statements and internal control over financial reporting for 2026. May I have a motion?
Mr. Grizzle, I so move.
Is there a second?
I second the motion.
Thank you. The third order of business is the approval of the 2026 Directors Stock Unit Plan. The 2026 Directors Stock Unit Plan is a new equity compensation plan for our non-employee directors that will replace the 2016 Directors Stock Unit Plan. May I have a motion?
Mr. Grizzle, I so move.
Is there a second?
I second the motion.
Thank you. The fourth order of business is the approval on an advisory basis of our executive compensation program, as presented in the compensation discussion and analysis section and the accompanying tables contained in the company's 2026 proxy statement. The company's compensation program has played a material role in the company's ability to drive strong financial results and attract and retain a highly experienced, successful management team. We further believe that our executive compensation program is structured appropriately to support our company and our business objectives. May I have a motion?
Mr. Grizzle, I so move.
Is there a second?
I second the motion.
Thank you. We have a motion and a second for each of the four orders of business. Polls to vote on each matter are now open and will remain open until I announce they are closed. No ballots will be accepted after the polls are closed, and no ballots or proxies may be changed or revoked after the polls are closed. Those who have not yet submitted their ballots are requested to access their ballots on the online platform, mark and execute their ballots with respect to the election of directors, ratification of the selection of KPMG, approval of the 2026 Directors Stock Unit Plan, and advisory approval of Armstrong's Executive Compensation Program, to submit their completed ballots electronically to the judge of election. Let me pause here for that to be completed.
Thank you, Vic. No questions relevant to the four orders of business have been received.
Thank you, Jessica, and therefore, the polls are now closed, and the votes will be tabulated.
Vic, no additional votes were received before the close of the polls. We will begin tabulating the final results.
Okay. Thank you, Jessica. While the votes are being tabulated, I would like to introduce Jennifer Esser, the KPMG lead engagement partner. She has indicated that she has not prepared a formal statement, but if anyone present has any questions to submit to Jennifer through the online platform, she'll be pleased to answer them. Let me pause for a few seconds to see if there's any questions.
Vic, no questions have been received for KPMG.
Okay. Thank you, Jessica. There being no questions for KPMG, I would like to now ask Jessica to read the results of the voting.
Thank you, Vic. This report is subject to final verification by the judge of election. The final tabulations will be published in an 8-K filing with the SEC. Proposal one was the election of nine directors. All nominees have been elected to the board of directors. On average, the directors received affirmative votes representing 35,708,342 shares, which represents approximately 97% of the votes cast. Proposal two was the ratification of the company's selection of KPMG as its independent registered public accounting firm for 2026. The selection of KPMG has been ratified. The proposal received affirmative votes representing 37,098,530 shares, which represents approximately 96% of the votes cast. Proposal three was the approval of the 2026 Directors Stock Unit Plan. The company's 2026 Directors Stock Unit Plan has been approved.
The proposal received affirmative votes representing 36,119,326 shares, which represents approximately 98% of the votes cast. Proposal four was the approval on an advisory basis of our executive compensation program. The company's executive compensation program has been approved on an advisory basis. The proposal received affirmative votes representing 35,408,662 shares, which represents approximately 96% of the votes cast.
Thank you, Jessica. This concludes the formal portion of the 2026 annual meeting of shareholders. There is no further formal business to come before the meeting, as there is no further formal business to come before this meeting, I would now entertain a motion to adjourn.
Mr. Grizzle, I so move.
Is there a second?
I second the motion.
Thank you. It has been moved and seconded that the meeting be adjourned. The motion is carried, and the meeting is now adjourned. Thank you all for attending.
This does conclude today's meeting. You may now disconnect.