Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 3, 2022, the Company entered into retention agreements with certain key
employees, including the Company's named executive officers, pursuant to the
approval of the Board of Directors (the "Board") of Armstrong Flooring, Inc.
(the "Company").
Pursuant to the respective retention agreements, retention payments equal to
$432,250 for Mr. Vermette, $193,375, for Ms. Trojanowski, $155,084 for
Mr. Parisi, $151,558 for Mr. Flaharty and $129,390 for Mr. Bassett, were paid on
or around May 6, 2022. The retention amounts must be repaid by the named
executive officer in accordance with the retention agreement if the executive
resigns from employment for any reason or is terminated by the Company for cause
prior to the vesting date of September 30, 2022. Prior to the vesting date, the
repayment obligation will lapse upon the earliest to occur of (i) the
termination of the executive's employment by the Company without cause or due to
the executive's death or (ii) such earlier date as determined in the discretion
of the Chief Executive Officer of the Company (or, in the case of the retention
letter with Mr. Vermette, the Chairman of the Management Development and
Compensation Committee).
The foregoing summary of the retention agreements does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
form agreement to be filed by the Company with its Quarterly Report on Form 10-Q
for the quarter ending June 30, 2022.
Cautionary Information Regarding Trading in the Company's Securities.
As previously announced, on May 8, 2022, the Company together with certain of
its subsidiaries filed voluntary petitions for relief under chapter 11 of title
11 of the United States Code in the United States Bankruptcy Court for the
District of Delaware (collectively, the "Chapter 11 Filings"). The Company
continues to face certain risks and uncertainties that have been affecting its
business and operations, and these risks and uncertainties may affect the
Company's ability to enter into a sale transaction and could impact the outcome
of the Chapter 11 Filings. Holders of the Company's equity securities will
likely be entitled to little or no recovery on their investment following the
Chapter 11 Filings, and recoveries to other stakeholders cannot be determined at
this time. The Company cautions that trading in the Company's securities given
the pendency of the Chapter 11 Filings is highly speculative and poses
substantial risks. Trading prices for the Company's securities may bear little
or no relationship to the actual value realized, if any, by holders of the
Company's securities in the Chapter 11 Filings. Accordingly, the Company urges
extreme caution with respect to existing and future investments in its
securities.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
104 Cover Page Interactive Data File (formatted as inline XBRL)
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