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8-KThe WireRoutine

Shareholder Vote

Filed Apr 24, 2023 · 3y ago · Accession 0000089800-23-000009

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 The Sherwin-Williams Company (Exact Name of Registrant as Specified in Charter) Ohio 1-04851 34-0526850 (State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.) 101 West Prospect Avenue Cleveland, Ohio 44115-1075 (Address of principal executive offices) (Zip Code) ( 216 ) 566-2000 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.33-1/3 per share SHW New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. On April 19, 2023, The Sherwin-Williams Company ("Sherwin-Williams") held its Annual Meeting of Shareholders ("Annual Meeting"). The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below. Proposal 1 . The shareholders elected the following 9 nominees as directors of Sherwin-Williams to serve until the next Annual Meeting and until their successors are elected. The voting results for the 9 nominees are as follows: Name For Against Abstentions Broker Non-Votes Kerrii B. Anderson 200,309,277 8,496,138 1,169,613 19,192,023 Arthur F. Anton 193,311,479 15,380,700 1,282,849 19,192,023 Jeff M. Fettig 198,767,285 9,873,909 1,333,834 19,192,023 John G. Morikis 199,587,612 9,098,201 1,289,215 19,192,023 Christine A. Poon 205,480,409 3,308,640 1,185,979 19,192,023 Aaron M. Powell 206,790,740 1,980,650 1,203,638 19,192,023 Marta R. Stewart 206,510,506 2,230,656 1,233,866 19,192,023 Michael H. Thaman 205,632,924 3,079,185 1,262,919 19,192,023 Matthew Thornton III 207,051,412 1,685,548 1,238,068 19,192,023 Proposal 2 . The shareholders approved, on an advisory basis, the compensation of the named executives. The voting results are as follows: For Against Abstentions Broker Non-Votes 195,061,905 13,283,224 1,629,899 19,192,023 Proposal 3 . The shareholders approved, on an advisory basis, the frequency of "1 year" for the holding of the advisory vote on the compensation of the named executives. The voting results are as follows: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 203,949,045 1,294,514 3,987,843 743,626 19,192,023 Based on the results of this advisory vote, and consistent with the Board’s recommendation, the Board determined that the advisory vote on executive compensation will be held every year until the next required shareholder advisory vote on the frequency of the advisory vote on executive compensation. Proposal 4 . The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams' independent registered public accounting firm for 2023. The voting results are as follows: For Against Abstentions Broker Non-Votes 218,709,363 9,669,947 787,741 0 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. THE SHERWIN-WILLIAMS COMPANY April 24, 2023 By: /s/ Stephen J. Perisutti Name: Stephen J. Perisutti Title: Vice President, Deputy General Counsel and Assistant Secretary
Filing details
Ticker
SHW
CIK
89800
Form type
8-K
Filing date
Apr 24, 2023
Report date
Apr 19, 2023
Document
shw-20230419.htm
Size
195 KB