Item 5.03 Amendment to Articles of Incorporation or Bylaws

As described under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (the "Annual Meeting") of Armstrong Flooring, Inc. (the "Company") held on June 4, 2021, the stockholders of the Company approved a proposed amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation to reduce the minimum and maximum number of directors that constitute our Board of Directors. The Amendment is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A in connection with the Annual Meeting. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment"), which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on June 4, 2021.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 4, 2021 at which the stockholders voted in favor of the proposals for (i) the election of the seven (7) directors listed below; (ii) the Amendment; (iii) the Amended and Restated Armstrong Flooring, Inc. Directors Stock Unit Plan; (iv) the advisory vote to approve the Company's named executive officer compensation; and (v) the ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2021.

The final voting results for each of these proposals are as follows:

Proposal 1 - Election of Directors





                                                         Broker
Nominee                   For           Withheld        Non-Vote
Michael F. Johnston     10,226,692       3,039,550       3,522,474
Kathleen S. Lane        10,287,925       2,978,317       3,522,474
Jeffrey Liaw            13,090,737         175,505       3,522,474
Michael W. Malone       12,449,399         816,843       3,522,474
Larry S. McWilliams     13,099,363         166,879       3,522,474
James C. Melville        9,664,046       3,602,196       3,522,474
Michel S. Vermette      13,010,729         255,513       3,522,474

Proposal 2 - Approval of an amendment to Amended and Restated Certificate of Incorporation





   For       Against   Abstain
16,464,435   307,941   16,340

Proposal 3 - Approval of Amended and Restated Armstrong Flooring, Inc. Directors Stock Unit Plan





   For       Against   Abstain
12,587,149   664,262   14,831

Proposal 4 - Advisory Vote to Approve Named Executive Officer Compensation





   For        Against    Abstain   Broker Non-Vote
10,090,589   3,132,291   43,362       3,522,474

Proposal 5 - Ratification of Selection of KPMG LLP for Fiscal Year 2021





   For       Against   Abstain
16,762,709   24,972     1,035

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



Exhibit
  No.        Description

3.1            Certificate of Amendment to Amended and Restated Certificate of
             Incorporation of Armstrong Flooring, Inc.

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