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Armstrong World Industries, Inc.
Lancaster, Pennsylvania
Filed herewith pursuant to Rule 14a6(b) is a copy of certain other soliciting
materials being used by the Company in connection with the 1994 Annual Meeting
of the Shareholders of Armstrong World Industries, Inc.
No filing fee is being paid with the filing of these materials because a filing
fee was previously paid upon filing of the Company's definitive proxy statement
which has been mailed to all of the Company's shareholders entitled to vote at
the Annual Meeting of Shareholders.
/s/ L. A. Pulkrabek
Senior Vice-President,
Secretary and General Counsel
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Armstrong World Industries, Inc.
(Date)
(Addressee)
Dear ( ):
This letter is a follow-up to our telephone conversation today and to your
suggestion that I put our thoughts in writing on the subject of the shareholder
proposal on confidential voting proposed by the New York City Employees
Retirement System. The enclosed proxy statement includes the proposal, the
shareholder's statement of proposal, and our Board's statement of opposition to
the proposal. That statement includes the Armstrong confidential voting policy.
We believe that our confidential voting policy is a creative, progressive and
responsive approach to the interests of shareholders. Please consider the
following points: (1) corporate governance is, in part, about listening to what
the shareholders are saying; (2) the vote is the most direct and powerful way of
speaking; (3) not all shareholders are the same; (4) to comply with its
fiduciary duty, a board of directors must be fully informed; (5) an informed
board of directors endeavors to listen to all its shareholders; and (6) there is
no "only one right way" to have a confidential voting policy.
Under our policy, we balance two central themes: (1) the need for our Board to
fulfill its duty of being informed and (2) the interest of those shareholders
who may wish to vote confidentially.
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Our policy lets those shareholders who want to speak to the Board and be openly
counted to do so without pressure or threat of retaliation. That is the express
policy of the Board of Directors which has been elected by the shareholders. If
an open vote can be made without pressure or threat of retaliation, it follows
that a confidential vote will be similarly treated. The election to choose to
vote confidentially is reported to the Company's independent judges of election
and vote tabulators, The Corporation Trust Company, which handles the voting
mechanics of many of the country's largest corporations.
To underscore the extent to which the policy goes to give those significant
shareholders with whom the Company has a direct relationship the comfort to know
the Board is very serious about its confidential voting policy, we take the
unique step of specifically and annually informing them of the policy. Please
see the third paragraph of our policy.
We believe it should be stated that if shareholders choose the NYCERS version of
confidential voting, they give up the chance to "speak to the Board", to be
counted for the uniqueness of perspective that each shareholder offers. Under
the NYCERS proposal, the shareholder has to actively seek to speak to the Board
and can only hope that there are enough similarly situated shareholders so that
their vote is "heard". Under the NYCERS proposal, the vote isn't only
"automatic", it's across the board and its uniqueness from other shareholders
(large, small, institutional, individual, etc.) is lost.
I can think of no case where electing confidential voting under the Armstrong
Confidential Voting Policy could fairly lead anyone to conclude that someone had
something to hide; indeed, the adoption and publication of the policy fosters
the antithesis of this conclusion. It says, "It's OK." Therefore, any
shareholder that wants secrecy may have it. Those who wish to speak openly with
their Board may do so. This is a better result than insisting upon one mind-set
fits all to the detriment of the Board's knowledge. Also, employee shareholders
who may be deemed the most vulnerable are fully protected under our policy with
blanket confidential treatment.
Any concerns about "pressure" to vote with management have been addressed in our
policy. It uniquely puts those significant shareholders with whom we have a
direct business relationship expressly and annually on notice of the Board's
policy. Those who may seek a business relationship with us in the future know
of the Board's policy.
We hope that you (your proxy committee) will consider these thoughts seriously.
And we hope that, as they reflect on them, they will ask, "Are the best
interests of shareholders and their beneficiaries best served by a blindfolded
Board? Is there to be only one form of confidential voting policy?"
We urge (you) to vote against the resolution.
Sincerely,
