On the recommendation of the Nominating, Governance and GovernanceSocial Responsibility Committee (“Governance Committee”), our Board has nominated the nine directorspersons listed below for election at the Annual Meeting. Mr. James J. O’Connor, who isMeeting, all of whom are currently Chairmandirectors of the Board, will not stand for reelection at the Annual Meeting. Effective as of Mr. O’Connor’s resignation from the Board at the Annual Meeting, theCompany. The size of the Board will be decreased from ten tois nine members. TheAll nominees, include eight independent directors, as determined by the Board in accordance with the New York Stock Exchange (“NYSE”) listing standards and our Corporate Governance Principles. The ninth nominee isexception of our President and Chief Executive Officer (“CEO”), Victor D. Grizzle.Grizzle, have been determined by the Board to be independent under the guidelines of the listing standards of the New York Stock Exchange (“NYSE”) and our Corporate Governance Principles. Each nominee’s term would, if elected, run from the date of his or her election until our next annual shareholders’ meeting and until the election at such annual meeting and qualification of his or her successor, or until his or her successor, if any, is electedearlier disqualification, resignation, removal, death or appointed.incapacity. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected.

The Governance Committee performs an assessment of the qualifications and experience needed to properly oversee the interests of the

The Governance Committee expects each of the Company’s directors to have proven leadership, sound judgment, integrity and a commitment to the success of the Company. In evaluating director candidates and considering incumbent directors for

		STAN A. ASKREN Director since: 2008 Age: 5760   Independent

Mr. Askren has beenis currently CEO and Founder of Quiet Trail Advisors, a private, senior level strategy and lean business advisory practice. He also serves as an advisor and lean business consultant for Lean Focus, LLC. Mr. Askren served as the chairman and CEO of HNI Corporation (“HNI”), the second largest office furniture manufacturer in the world from 2004 until December 31, 2018 and the nation’s leading manufacturer and marketeras CEO of hearth products, sinceHNI from 2004 and president since 2003.until July 2018, when he retired from HNI. Previously, he was the president of HNI from 2003 to April 2018, and executive vice president of HNI from 2001 to 2003. Mr. Askren hashad worked at HNI for 2627 years, including as vice president of marketing, vice president of human resources, and as an executive vice president and president of HNI’sits hearth products operatingbusiness segment. Mr. Askren has also worked in several industries and previously held multiple executive management and general management positions with Emerson Electric and Thomson S.A. and HNI. Mr. Askren also serves on the boardsboard of directors of Allison Transmission Holdings, Inc., a commercial duty automatic transmission and hybrid propulsion systems manufacturer (since 2015), the Business and Institutional Furniture Manufacturers Association (past chair) and the Iowa Business Council (past chair)2016). Mr. Askren formerly served on the board of directors of the Iowa Heritage Foundation.Foundation, the Business and Institutional Furniture Manufacturer’s Association (past chair), the Iowa Business Council (past chair) and Arctic Cat Corporation. Mr. Askren brings to our Board extensive operating, senior executive leadership, manufacturing, sales and distribution and, lean business expertise, as well as valuable insights from his experience as a public company chief executive officer.

		TAO HUANG Director since: 2010 Age: 5558   Independent

Mr. Huang is the CEO of Supernova Companies, a financial technology company based in Chicago. He was previously the chief operating officer of Morningstar, Inc., a leading independent provider of investment research, until his retirement in December 2010. Mr. Huang spent almost 20 years with Morningstar, taking on increasing levels of responsibility from his start as an entry level technical programmer. He was named director of technology in 1992 and chief technology officer in 1996; he started Morningstar’s International Operation in 1998, held the position of president of International Division until 2000; he was promoted as the Company’s chief operating officer in October 2000 and served in this position until his retirement. Mr. Huang led Morningstar initiatives enabling significant growth, both organically and through acquisition, and oversaw continuous improvements in the operations of the firm’s core businesses. Mr. Huang is a founder and managing partner of Range Light, LLC, an investment firm (since 2012). Mr. Huang also serves on the board of directors of Equity Lifestyle Properties, Inc., a publicly-traded real estate investment trust (since 2015) and Principal Mutual Funds, an asset management firm (since 2013). Mr. Huang brings to our Board expertise developed from his experience in a data-intense and technology-driven organization managing growth and integration of acquisitions, as well as experience in international operations.

		LARRY S. MCWILLIAMS Director since: 2010 Age: 6265   Independent

Mr. McWilliams has been the Co-Chief Executive Officer of Compass Marketing, Inc. since 2012 and was previously the president and chief executive officer of Keystone Foods, a producer of proteins, from May 2011 to May 2012. From May 2005 to October 2010, he served as a senior vice president at Campbell Soup Company and subsequently became the president of Campbell International, responsible for all of Campbell Soup’s business in Europe, Latin America and Asia Pacific. Mr. McWilliams joined Campbell Soup in March 2001 as senior vice president – sales and chief customer officer, overseeing the company’s relationships with its global retail partners. In April 2003, he assumed the position of president – North America Soup. Mr. McWilliams was named senior vice president and president – Campbell USA in March 2004. Prior to Campbell Soup, Mr. McWilliams held positions at Coca-Cola from 1995 to 2001 and the Pillsbury Company from 1993 to 1995. Mr. McWilliams has also served on the board of directors of Armstrong Flooring, Inc. (“AFI”) since April 1, 2016.2016, and formerly served as its interim chief executive officer. Mr. McWilliams formerly served on the Boards of Directors of Godiva Chocolatiers International, a privately held company, and Bob Evans Farms, a full-service restaurant company, and the Board of Governors of St. Joseph’s University Food Marketing Council and the Grocery Manufacturers’ Association’s Industry Affairs Council. Mr. McWilliams offers our Board senior executive leadership capabilities and experience, as well as extensive knowledge of sales, marketing, customer service relationships, international markets and distribution channels.

		GREGORY P. SPIVYWAYNE R. SHURTS Director since: 20142019 Age: 4961   Independent

Mr. Spivy isShurts served as the Executive Vice President and Chief Technology Officer at Sysco Corporation, a Partner of ValueAct Capital.publicly-traded global leader in food service distribution, from 2012 until February 2019. Prior to joining ValueAct Capital in September 2004,this, Mr. Spivy worked with Gryphon Investors,Shurts served as Executive Vice President and Chief Information Officer at SUPERVALU, a private equity fund with $500 million in investments. Previously, Mr. Spivy waspublicly traded U.S. grocery retailer and wholesaler, from 2010 to 2012, and Chief Information Officer at Cadbury PLC, a Managing Director at Fremont Partners, a private equity firm.British multinational confectionary company, from 2008 to 2010. Prior to joining Fremont Partners,this, Mr. Spivy wasShurts has held various roles at Nabisco, including in finance, sales, supply chain, marketing, and technology. Mr. Shurts served on the board of directors of Con-Way Incorporated in 2015 until its acquisition by XPO Logistics Inc., where he served as a Director with The Bridgeford Group, and began his career in the mergers and acquisitions department of Lehman Brothers. Mr. Spivy is the former chairman of Seitel, Inc., (from 2006 to 2017), the former chairman of MSD Performance, Inc.,technology expert and a former directormember of Allison Transmission Holdings, Inc. (from 2015 to 2017), KAR Auction Services, Inc., MDS, Inc., MSC Software Corp.its Audit Committee and PRA International.Nominating and Governance Committee. Mr. Spivy is also the Chair of the Board of Directors of Matriculate, a charitable organization dedicated to sending high-achieving,low-income high school students to college. Mr. SpivyShurts brings to our Board hisextensive technology experience as a director of other publicformer Chief Information Officer, and private corporations, his advisory experience with ValueAct Capital’s portfolio companies, as well as his extensive financial services industry experience generally.in applying technology to improve and successfully transform business processes.

		CHERRYL T. THOMAS Director since: 2016 Age: 7174   Independent

Ms. Thomas is the Chief Strategy Officer and Vice President of TheArdmore Roderick, Group, a Chicago-based civil engineering firm and, prior to The Roderick Group’s merger with Ardmore Associates, LLC, previously served as President and Chief Executive Officer of Ardmore Associates, LLC, where she was responsible for all financial, operational and management activities since 2003. Prior to founding Ardmore Associates, Ms. Thomas served as chairman of the board of the United States Railroad Retirement Board from 1998 until 2003, and as commissioner of the department of buildings of the city of Chicago from 1989 until 1994. Ms. Thomas also serves on the board of directors of Wintrust Bank, a banking corporation, where she is a member of their credit and audit committees. Ms. Thomas serves on the boards of numerous local and civic organizations and foundations, including the Lyric Opera of Chicago (since 2007), the Chicago Zoological Society (since 2000), the Polk Bros Foundation (since 2009), the Brach Foundation (since 2015) and the Big Shoulders Foundation (since 2013). Ms. Thomas brings to our Board significant senior executive leadership experience, as well as relevant experience in manufacturing, distribution and risk management.

CORPORATE GOVERNANCE PRINCIPLES AND OTHER CORPORATE GOVERNANCE DOCUMENTS

Our Corporate Governance Principles include guidelines regarding the responsibilities, duties, service and qualifications of our Board, the determination of a director’s independence and any conflict of interests, Board access to management and independent advisors, director compensation and stock ownership requirements, Board committees and other matters relating to corporate governance. Our Corporate Governance Principles are available on our website under “About Us” and then “Governance” or at https://www.armstrongceilings.com/corporate/governance.html. Also available at the same location on our website are the charters of the Audit Committee, the Finance Committee, the Management Development and Compensation Committee (“Compensation Committee”), and the Governance Committee of the Board, the Armstrong Code of Business Conduct and the Armstrong Code of Ethics for Financial Professionals. Our website is not part of this proxy statement and references to our website address in this proxy statement are intended to be inactive textual references only.

DIRECTOR INDEPENDENCE

It is the policy of the Company that our Board consist of a majority of directors who are not employees and are independent under all applicable legal and regulatory requirements, including the independence requirements of the NYSE. For purposes of evaluating the independence of directors, in accordance with our Corporate Governance Principles, our Board will consider all relevant facts and circumstances in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. Consistent with our Corporate Governance Principles, to be considered “independent,” the Governance Committee has established qualifications to assist in the determination, which either meet or exceed the independence requirements of the NYSE.

Our Board has determined that all of our directors,director-nominees, with the exception of Mr. Grizzle, our President and CEO, are independent under NYSE listing standards and our Corporate Governance

Pursuant to its charter, the Audit Committee has primary oversight responsibility with respect to the design of our enterprise risk management program, including for periodically reviewing the process, methodology, and tools used by management to identify, evaluate, organize, assess and mitigate significant risks.

Management regularly provides input and feedback on business segment risks during periodic business reviews and annual strategic planning discussions. Senior management regularly meets with designated risk mitigation owners to review and assess risk mitigation and control measures. In addition, senior management regularly reevaluatereevaluates the appropriateness of risk assessments and priorities. This process includes identifying risks that could prevent achievement of business goals orand strategic plans. Our internal audit groupteam uses the resulting information as a basis for developing its annual audit plan.

Cybersecurity RiskOur Board receives regular updates on cybersecurity risk and mitigation protocols from our Chief Information Officer. These updates include a review of our cybersecurity program and assessment framework, as well as periodic updates on our efforts regarding data loss prevention, regulatory compliance, data privacy measures, threat and vulnerability management, cyber-crisis management, employee training, and other related topics, as applicable.

Responsibilities of our Board and its Committees     In addition to audit and assurance reports provided by our internal audit team, our Board periodically reviews summary reports from senior management that assess the strategic, operational, infrastructure and external risks facing the Company. These reports generally utilize our Enterprise Risk Management framework to identify the likelihood and impact of such risks, and identify appropriate mitigation strategies and efforts. Each Board committee, consistent with its charter, reviews and evaluates risks associated with their respective areas of oversight responsibility, reports on those oversight activities to our Board, and assists our Board in overseeing theits ongoing monitoring and review of certainthose risks, that are particularly within its purview, including as described in “BOARD MEETINGS AND COMMITTEES” below.

Responsibilities of the Chairman include recruiting new Board members, overseeing the evaluation and compensation of the CEO, ensuring an appropriate succession plan, overseeing independent evaluation of risk, coordinating Board meeting schedules and agenda, chairing and leading the discussions at the meetings, and overseeing the annual performance evaluations of the Board, its committees and its individual members. The Chairman ensures information provided by management to the Board is sufficient for the Board to fulfill its duties and communicates with other directors on key issues and concerns outside of regularly scheduled meetings. The Chairman is also responsible for ensuring the effective functioning of theBoard committees through appropriate delegation to, and membership of, the committees. Finally, the Chairman provides effective leadership for our independent directors to facilitatefacilitates the independent oversight required by our Bylaws and Corporate Governance Principles, including by ensuring that:

In addition, each of the Board’s four standing committees regularly meet at similar executive sessions, at which the respective committee chairs preside.

COMMUNICATION WITH THE BOARD

Any person who wishes to communicate with the Board, the nonemployee directors as a group, or individual directors, including the Chairman, may direct a written communication to the attention of the Corporate Secretary at the Company’s

BOARD MEETINGS AND COMMITTEES

The Board met sixten times during 2017, one2020, five of which was awere special meeting.meetings.

There are four standing committees of the Board: the Audit Committee, the Compensation Committee, the Finance Committee and the Governance Committee, each described below.

Each standing committee has a charter and consists solely of ‘independent’ or ‘outside’ directors who meet applicable independence standards required by the NYSE, the U.S. Securities and Exchange Commission (“SEC”(the “SEC”), and the Internal Revenue Service, and under our Articles of Incorporation and Bylaws. Each committee reports to the Board regularly and evaluates the

Audit Committee    The Audit Committee met fivesix times during 2017.2020, one of which was a special meeting. The members of the Audit Committee are Roy W. Templin (Chair), Stan A. Askren, Barbara L. Loughran and Wayne R. Shurts. During 2020, Tao Huang and John J. Roberts (Chair), Tao Huang, Larry S. McWilliams, Roy W. Templinalso served as members of the Audit Committee until Mr. Huang’s appointment to the Governance Committee and Cherryl T. Thomas.Mr. Robert’s retirement from the Board, following the 2020 Annual Meeting. Under its charter, the Audit Committee:

Each member of the Audit Committee meets the

Nominating, Governance and GovernanceSocial Responsibility Committee    The Governance Committee met fiveseven times during 2017.2020, two of which were special meetings. The members of the Governance Committee are James C. Melville (Chair), James J. O’Connor,Tao Huang, Roy W. Templin and Cherryl T. Thomas. During 2020, John J. Roberts. Mr. O’Connor will not be standing for reelection atRoberts also served as a member of the Governance Committee until his retirement from the Board in connection with the 2020 Annual Meeting. During 2020, Tao Huang was appointed to the Governance Committee following the 2020 Annual Meeting. Under its charter, the Governance Committee:

an uncontested election of directors, any nominee

Our sustainability program complements our company purpose, namely to make a difference by contributing to healthier, safer spaces where people live, work, learn, heal and play. As a leader in the building products industry, we aim to transform the design and building of spaces so that businesses and communities can thrive, both today and into the future.

Our program is organized around three functional “pillars”: People, Planet and Product. Each pillar has adopted specific 2030 goals and key performance targets, and is led by a cross-functional steering committee responsible for assessing, selecting and prioritizing goals, establishing targets and developing roadmaps to achieve them, and monitoring progress against science-based metrics.

Our program pillars are focused on these key priorities and objectives:

Healthy and Circular Products    We are committed to responsible sourcing and providing transparency in our products. In addition, we will design our products to minimize waste and pollution, support recycling, repurposing or reuse; and contribute to the regeneration of natural systems.

Healthy Planet    All of our electricity sources will be renewable, and we will dramatically reduce the carbon and water impacts of our products and operations.

Thriving People and Communities    Our workforce will be safe, diverse, inclusive and fulfilled, and we will actively contribute to our local communities.

UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS

The United Nations Sustainable Development Goals (UN SDGs) are a collection of 17 interlinked global goals that aim to achieve a better and more sustainable future for all by 2030. We have conducted an analysis to understand how our activities align with the UN SDGs.

In 2021, we became a signatory to the United Nations Global Compact (UNGC) to demonstrate our commitment to collective action toward its

Change. Working with the SBTi, we set an internal goal to meet a well below 2°C target and have committed to reducing Scope 1 and Scope 2 GHG emissions by 30% from a 2019 baseline. This would offset all of our electricity usage and a portion of our natural gas usage. We are continuing to work with the SBTi to set a Scope 3 emissions goal that would help limit global warming to well below 2°C above pre-industrial levels.

Water    While we do not operate in any areas considered “high water stress,” we are mindful of our opportunity to limit our resource consumption. As we upgrade our facilities, we are able to achieve greater efficiency of water and energy use. In 2014, we installed a new water filtration plant at our Marietta, Pennsylvania facility.

OUR PRODUCT PILLAR

We recognize that our products are an important component of helping our customers achieve their own key sustainability goals, and are committed to continuing to invest in solutions that meet our customers’ changing demand for building products, including seeking products free of chemicals of concern while continuing to meet high-performance standards.

SUSTAIN^™    Armstrong SUSTAIN^® is the largest portfolio of high-performance ceiling solutions available today. All SUSTAIN products are free of chemicals of concern, meet low emission standards for indoor air quality, and offer material ingredient disclosures and environmental product declarations (EPDs). All SUSTAIN products contribute to meeting industry green building standards.

Product Transparency    We are committed to being transparent about the materials we use in our products. We collaborate with industry organizations to help develop leading sustainability standards, and we regularly engage third parties to test, assess, and certify our products to ensure we continue to meet the industry’s most stringent sustainability standards.

Our product transparency page provides all documentation required for a range of health and environmental certifications, standards and claims, including Health Product Declarations, EPDs, and Declare Labels. We also offer customer-focused tools to assist users in finding sustainable building options that meet their needs.

(including masks), limiting group meetings, restricting business travel, implementing enhanced cleaning and sanitizing procedures, and ensuring social distancing. Early in the pandemic, we implemented an Emergency Paid Leave program that granted additional paid time off for any employee impacted by COVID-19 during 2020. We subsequently implemented a COVID Leave Program effective January 1, 2021 that continues to provide similar paid leave benefits for employees impacted by COVID-19. Additional information regarding our COVID-19 response can be found on page 34 of this Proxy Statement.

Diversity    In order to achieve our mission, and to ensure that our design and building of spaces are fit for today and tomorrow, it is imperative that our employees reflect the society we serve across the dimensions of race, sex, ethnicity, age, gender or gender identity, sexual orientation, religion, disability, and veteran status. We believe that a workforce that brings diversity of thought and experiences produces the best and most innovative outcomes.

We have had robust affirmative action programs in place for decades, including self-reviews of our talent processes and outcomes to identify and action opportunities for improvement. We aim to integrate diversity and inclusion into our talent processes, from talent acquisition to employee engagement and development. We have made several commitments on diversity and inclusion in our sustainability goals and have embedded diversity and inclusion into our overall corporate strategy and community outreach. These commitments are supported by employee training and regular surveys, affinity groups, performance management and succession planning.

We equip our entire workforce with annual, mandatory antiharassment training, and provide a confidential toll-free ethics hotline to encourage and facilitate reporting of compliance issues.

THE ARMSTRONG WORLD INDUSTRIES FOUNDATION

We created the Armstrong World Industries Foundation as our philanthropic arm in 1985. Today, the Foundation’s strategy is primarily focused on making a positive difference in the lives of people where they live, work, learn, heal and play, through awarding grants to qualified charitable

“intend,” “expect,” “estimate,” “believe,” “could,” “project,” “target” or other similar words or expressions. By their nature, they are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. As such, no guarantees or assurances are made that they will be achieved or successfully executed. Additionally, the Sustainability data, statistics and metrics included herein, unless otherwise specifically indicated, are non-audited estimates,

In establishing compensation for our nonemployee directors, including the overall value of compensation and the mix of cash and equity, the Board analyzes competitive market data and any underlying director compensation trends generally, and compares our program to those of similarly sized companies in comparable industries. The Board is compensated through a combination of annual retainerscash and equity grantsannual retainers. Nonemployee directors receive more than half of their annual retainer in equity in order to align their compensation with the forminterests of stock units.shareholders. Directors do not receive meeting fees or perquisites. The Board believes that this level of compensation supports the Company’s ability to attract directors with suitable backgrounds and experiences. A director who is an officer or employee of the Company or its subsidiaries is not compensated for service on the Board or on any committee of the Board.

Annual grants for the equity portion of the retainer are effective as of the first business day following the date of the Annual Meeting, and the amount of