Armstrong World Industries' Management Hosts Annual Shareholder Meeting (Transcript)

Jun.21.13 | About: Armstrong World (AWI)

Armstrong World Industries, Inc. (NYSE:AWI)

Annual Shareholder Meeting

June 21, 2013 8:00 am ET

Executives

James J. O'Connor - Chairman, Member of Nominating & Governance Committee and Member of Strategy Committee

Mark A. Hershey - Chief Compliance Officer, Senior Vice President, General Counsel and Secretary

Operator

Good morning, everyone, and welcome to the Armstrong World Industries Annual Meeting of Stockholders. I would now like to turn the call over to Mr. James O'Connor, the Chairman.

James J. O'Connor

Good morning. Welcome also to the Armstrong World Industries, Inc. 2013 Annual Meeting of Shareholders. My name is James O'Connor, and I am Chairman of the Board of Armstrong. As you noticed from our proxy materials, this is the first time that we are holding this meeting virtually via the Internet, and I am pleased to serve as Chair under this new format. We are also having a meeting location at Armstrong's corporate offices in Lancaster, Pennsylvania for those shareholders who wish to attend in person and listen via the Internet. In attendance is Mark Hershey, Senior Vice President, General Counsel and Secretary. As Secretary of the company, Mark Hershey will be assisting me with this meeting. In addition to Mark, our other executive officers are in attendance, including, Matt Espe, Chief Executive Officer and President; and Tom Mangas, Chief -- Senior Vice President and Chief Financial Officer. Also present today by invitation are Mike McDonald, a partner with KPMG LLP, the company's independent registered public accounting firm; Alicia Bromba [ph] , a manager of KPMG; and Chris Parisi, Armstrong's Vice President, Corporate Governance, who will act as the judge of election.

I will be introducing our nominees for election to our Board of Directors momentarily, but before proceeding with the business of today's meeting, I would like to ask Mark Hershey to state a few rules of conduct and procedures. Mark?

Mark A. Hershey

Thank you, Jim. For those of you attending in person, if you have not already done so, please register your attendance on the sign-in sheet. Please indicate whether you are appearing in person or as a proxy and the number of shares represented. If you are appearing as a proxy and have not already done so, please hand the judge of election a copy of the proxy appointing you, so he may file it accordingly.

Most shareholders have already voted by proxy. If you did so, you need not vote again today. If you are attending via the Internet and choose to vote during the meeting, please follow the instructions for doing so online. If you're attending the meeting in person and you choose to vote by ballot and you did not complete one yet today, you may vote by ballot today. In each case, any prior proxy vote will be revoked. All proxies filed with the judge of election will be voted as indicated thereon. Thank you for your cooperation with the rules. Is there anyone who wishes to vote by ballot? Thank you.

James J. O'Connor

Thanks very much, Mark. This meeting has been called pursuant to due notice mailed to each shareholder who was a holder of record on April 8, 2013. Proxies were solicited on behalf of the Board of Directors. The judge of elections oath of office will be filed with the minutes of this meeting. The first item of business will be to elect 12 directors to serve on the company's Board of Directors until the next annual meeting. The second item of business will be to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2013.

The judge of election has a certified list of shareholders entitled to vote at this meeting. The list is available for inspection. Shareholders may also inspect copies of the notices, the proxy materials and annual report, along with an affidavit of distribution. Mr. Hershey, would you please report on the shares represented at the meeting?

Mark A. Hershey

Shareholders of record on April 8, 2013, are entitled to vote at this meeting. As of that date, the total number of outstanding common shares of the company was 59,146,248. There are represented, as of this meeting either in person or by proxy, 57,266,833 shares of common shares of the company. This constitutes more than 96% of the company's outstanding common shares entitled to vote, and therefore, a quorum is present, and this meeting is lawfully convened.

James J. O'Connor

Thank you, Mark. In order 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 Mr. Hershey to report on all of the votes at the end of the process.

The first order of business on our agenda is proposal #1, the election of 12 directors to hold office until the 2014 Annual Shareholders Meeting and until their respective successors are duly elected and qualified. All director nominees are current directors who are standing for reelection to the board. It is now my pleasure to introduce them. Stan Askren, the Chairman, President and CEO of HNI Corporation. He has served on our board since October of 2008 and is the Chair of our Compensation Committee. Kevin Burns is the partner in charge of the manufacturing/industry sector within TPG Capital's Operations Group. He has served on our board since September 2009. Matt Espe, as you know, Mr. Espe is the CEO and President of Armstrong World Industries. He has served on our board since August of 2010 when he joined the company. Jim Gaffney is the former consultant to GS Capital Partners and former Chairman and CEO of General Aquatics, Inc. He has served on our board since October of 2006 and is Chair of our Governance Committee. Tao Huang is the former Chief Operating Officer of Morningstar, Inc., and he has served on our board since 2010. Mike Johnston is the former Chairman, CEO and President of Visteon Corporation, and Mike has served on our board since 2010. Jeff Liaw is the Chief Financial Officer of FleetPride, Inc. He was elected to our board at the 2012 Annual Shareholders Meeting, and prior to then, he had served as an observer of our board for Armor TPG beginning in 2009. Larry McWilliams is the former President and CEO of Keystone Foods who has served on our board since 2010. Jim Melville is a member of the Kaplan Strangis & Kaplan law firm in Minneapolis. He previously served as a member of our board from September in 2009 until July of 2010 and served as an advisor for the Armstrong trust until February of 2012, at which time, he was appointed to our board. John Roberts is the former Global Managing Partner for PricewaterhouseCoopers LLC (sic) [PricewaterhouseCoopers LLP] . He has served on our board since October 2006 and is the Chair of our Audit Committee. Dick Wenz is the former Chief Executive Officer of Jenny Craig International, and Dick has served on our board since 2010. I am the 12th director nominee, and I am standing for reelection. I'm the former Chairman and CEO of Commonwealth Edison Company, and I have served on the board since 2007. There being no further nominations submitted in advance of this meeting, may I have a motion to elect the 12 director nominees?

Unknown Attendee

Mr. Chairman, I so move.

James J. O'Connor

Is there a second?

Unknown Attendee

I second.

James J. O'Connor

So moved and seconded. Polls for shareholders to vote on this matter are now open and will remain open until I announce that 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. Shareholders or their proxies who have not yet submitted their ballots are requested to mark and sign their ballots with respect to the election of directors and to submit their completed ballots to the judge of election. And I'll pause just a moment for this to occur.

[Voting]

James J. O'Connor

The polls are now closed. The second order of business is the ratification of KPMG LLP as the company's independent registered public accounting firm to audit the company's consolidated financial statements and internal control over financial reporting for 2013. May I have a motion?

Unknown Attendee

Mr. Chairman, I so move.

James J. O'Connor

Thank you. Is there a second?

Unknown Attendee

I second.

James J. O'Connor

Thank you. It's been moved and seconded. Polls to vote on this matter are now open and will remain open until I announce that 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 mark and sign their ballots with respect to the ratification of KPMG and to submit their completed ballots to the judge of election.

[Voting]

James J. O'Connor

The polls are now closed, and the votes will be tabulated. While the votes are being tabulated, I would like to reintroduce Mr. McDonald of KPMG. He has indicated that he has not prepared a formal statement, but if anyone present has any questions that he or she would like to submit to Mr. McDonald through the online platform or here in Lancaster, he will be pleased to answer them.

Hearing no questions or comments, I would now like to ask Mr. Hershey to read the results of the voting.

Mark A. Hershey

This is a preliminary report of the tally subject to final verification by the judge of election. The final tabulation will be published in a current report on Form 8-K SEC filing in the coming days. Proposal 1 was the election of 12 directors. Each nominee of the board received affirmative votes, representing at least 55,429,795 shares, which constitutes more than 97% of the votes cast. All nominees have been elected to the Board of Directors. Proposal 2 was the ratification of the company's appointment of KPMG as its independent registered public accounting firm for 2013. The proposal received affirmative votes representing more than 99% of the votes cast. The appointment of KPMG has been ratified.

James J. O'Connor

Thank you, Mark. This concludes the formal portion of the 2013 Annual Meeting of Shareholders. As there is no further formal business to come before the meeting, I will now entertain a motion to adjourn.

Unknown Attendee

Mr. Chairman, I so move.

James J. O'Connor

Thank you, and is there a second?

Unknown Attendee

I second.

James J. O'Connor

Thank you. It has been moved and seconded that the meeting be adjourned. The motion is carried, and the meeting is now adjourned. Thanks to you all for attending. Good morning.

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