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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed Apr 16, 2025 · 1y ago · Accession 0000106640-25-000043

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 15, 2025   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 New York Stock Exchange and NYSE Texas 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 15, 2025, Whirlpool Corporation (the "Corporation") held its 2025 annual meeting of stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the stockholders approved Amendment No. 2 (the “Amendment”) to the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan (the “2023 Plan”). The Amendment increases the total number of shares available for grant under the 2023 Plan by an additional 3,277,000 shares. The terms and conditions of the Amendment and the 2023 Plan and awards contemplated thereunder are described in the Corporation’s Proxy Statement, filed March 5, 2025 (the "Proxy Statement"), which description is incorporated by reference herein. This summary is qualified in its entirety by reference to the Amendment, filed as Exhibit 10.1 attached hereto and incorporated by reference herein. Item 5.07. Submission of Matters to a Vote of Security Holders. On April 15, 2025, the Corporation held its 2025 Annual Meeting. 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 filed March 5, 2025 (the "Proxy Statement"). The results of the stockholder vote are as follows: 1. Samuel R. Allen, Marc R. Bitzer, Greg Creed, Diane M. Dietz, Gerri T. Elliott, Richard J. Kramer, Jennifer A. LaClair, John D. Liu, James M. Loree, Harish Manwani, John G. Morikis, and Rudy Wilson were each elected by the stockholders to a term to expire in 2026 or until their respective successors are duly elected and qualified. Nominees   For   Against   Abstain   Broker Non-Votes Samuel R. Allen   36,782,673 3,237,265 236,550 8,686,741 Marc R. Bitzer   37,187,963 2,868,767 199,758 8,686,741 Greg Creed   37,528,857 2,487,220 240,411 8,686,741 Diane M. Dietz   38,280,427 1,741,168 234,893 8,686,741 Gerri T. Elliott   38,614,418 1,404,550 237,520 8,686,741 Richard J. Kramer   37,631,632 2,386,544 238,312 8,686,741 Jennifer A. LaClair   37,599,581 2,427,872 229,035 8,686,741 John D. Liu   38,560,951 1,453,137 242,400 8,686,741 James M. Loree   39,080,882 919,904 255,702 8,686,741 Harish Manwani   37,227,273 2,764,148 265,067 8,686,741 John G. Morikis   39,053,555 941,359 261,574 8,686,741 Rudy Wilson   39,123,049 883,466 249,973 8,686,741 2. 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 37,081,099 2,827,537 347,852 8,686,741 3. The stockholders ratified the appointment of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for 2025. For   Against   Abstain 47,615,862 1,074,598 252,769 4. The stockholders approved Amendment No. 2 to the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan. For   Against   Abstain   Broker Non-Votes 37,710,124 2,101,997 444,367 8,686,741 Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Exhibit 10.1 Amendment No. 2 to the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 16, 2025                     WHIRLPOOL CORPORATION                             By:      /s/ BRIDGET K. QUINN                                      Name:     Bridget K. Quinn                             Title:     Deputy General Counsel & Corporate Secretary
Filing details
Ticker
WHR
CIK
106640
Form type
8-K
Filing date
Apr 16, 2025
Report date
Apr 15, 2025
Document
whr-20250415.htm
Size
238 KB