Sherwin-Williams Company 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2012
The Sherwin-Williams Company
(Exact Name of Registrant as Specified in Charter)
(Registrants 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:
At the Annual Meeting of Shareholders of The Sherwin-Williams Company (Sherwin-Williams) held on April 18, 2012, Sherwin-Williams shareholders approved the amendment and restatement of The Sherwin-Williams Company 2007 Executive Performance Bonus Plan (2007 Performance Plan).
The 2007 Performance Plan is designed as a vehicle for payments of annual cash compensation that is intended to be fully deductible for federal income tax purposes by Sherwin-Williams under Section 162(m) of the Internal Revenue Code. The 2007 Performance Plan was amended to (a) add a recoupment or clawback provision clarifying that awards under the 2007 Performance Plan may be forfeited and repaid to Sherwin-Williams in accordance with Sherwin-Williams Executive Adjustment and Recapture Policy; (b) increase the maximum amount payable to any participant to $5 million per year; and (c) make certain other conforming and non-substantive changes.
The 2007 Performance Plan, as amended and restated, is filed as Exhibit 10(a) to this Report and is incorporated herein by reference.
At the Annual Meeting, Sherwin-Williams shareholders also elected Richard J. Kramer as a new director to serve on Sherwin-Williams Board of Directors. Mr. Kramer is Chairman of the Board, Chief Executive Officer and President of The Goodyear Tire & Rubber Company. In connection with Mr. Kramers election to the Board, Sherwin-Williams entered into an Indemnity Agreement with him in the same form that Sherwin-Williams has entered into with its other directors and officers. The Form of the Indemnity Agreement was filed as Exhibit 10(a) to Sherwin-Williams Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and is incorporated herein by reference. The Indemnity Agreement supplements the indemnification coverage afforded by Sherwin-Williams Regulations and Ohio law.
The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting of Shareholders on April 18, 2012 are set forth below.
Proposal 1. The shareholders fixed the number of directors of Sherwin-Williams at nine and elected the following nominees as directors of Sherwin-Williams to serve until the next Annual Meeting of Shareholders and until their successors are elected. The voting results were as follows:
Proposal 2. The shareholders approved, on an advisory basis, the compensation of the named executives. The voting results were as follows:
Proposal 3. The shareholders approved the amendment and restatement of the 2007 Performance Plan. The voting results were as follows:
Proposal 4. The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams independent registered public accounting firm for 2012. The voting results were as follows:
Proposal 5. The shareholders did not approve a shareholder proposal on majority voting. The voting results were as follows:
The following exhibits are filed with this report:
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.