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8-KThe WireRoutine

Shareholder Vote

Filed Apr 21, 2022 · 4y ago · Accession 0000106640-22-000060

Plain English

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

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2022   WHIRLPOOL CORPORATION (Exact name of registrant as Specified in Charter)   Delaware 1-3932 38-1490038 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 2000 North M-63, Benton Harbor, Michigan 49022-2692 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code ( 269 )  923-5000   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 $1.00 per share WHR Chicago Stock Exchange and 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, 2022, Whirlpool Corporation (the "Corporation") held its 2022 annual meeting of stockholders. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Corporation's proxy statement dated March 4, 2022 (the "Proxy Statement"). The results of the stockholder vote are as follows: a. Samuel R. Allen, Marc R. Bitzer, Greg Creed, Gary T. DiCamillo, Diane M. Dietz, Gerri T. Elliott, Jennifer A. LaClair, John D. Liu, James M. Loree, Harish Manwani, Patricia K. Poppe, Larry O. Spencer, and Michael D. White were each elected by the stockholders to a term to expire in 2023 or until their respective successors are duly elected and qualified.   Nominees For Against Abstain Broker Non-Votes Samuel R. Allen 45,957,810 1,970,937 333,941 4,481,870 Marc R. Bitzer 46,044,576 1,966,131 251,981 4,481,870 Greg Creed 46,935,532 1,168,570 158,586 4,481,870 Gary T. DiCamillo 46,632,745 1,454,561 175,382 4,481,870 Diane M. Dietz 47,665,094 451,394 146,200 4,481,870 Gerri T. Elliott 47,400,960 714,038 147,690 4,481,870 Jennifer A. LaClair 47,568,366 548,179 146,143 4,481,870 John D. Liu 47,274,569 830,588 157,531 4,481,870 James M. Loree 47,565,229 536,981 160,478 4,481,870 Harish Manwani 46,855,035 1,253,839 153,814 4,481,870 Patricia K. Poppe 47,551,003 559,367 152,318 4,481,870 Larry O. Spencer 47,368,738 719,105 174,845 4,481,870 Michael D. White 45,613,629 2,488,990 160,069 4,481,870 b. The stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Corporation’s named executive officers disclosed in the Proxy Statement, including the Compensation Discussion & Analysis, the compensation tables and related disclosure. For Against Abstain Broker Non-Votes 45,445,573 2,600,746 216,369 4,481,870   c. The stockholders ratified the appointment of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for 2022. For Against Abstain 50,714,400 1,881,161 148,997 Website Disclosure We routinely post important information for investors on our website, whirlpoolcorp.com, in the "Investors" section. We also intend to update the Hot Topics Q&A portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document. SIGNATURE 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. Date: April 21, 2022                                                  WHIRLPOOL CORPORATION                             By:      /s/ BRIDGET K. QUINN                                      Name:     Bridget K. Quinn                             Title:     Assistant General Counsel and Corporate Secretary
Filing details
Ticker
WHR
CIK
106640
Form type
8-K
Filing date
Apr 21, 2022
Report date
Apr 19, 2022
Document
whr-20220419.htm
Size
257 KB