Annual Reports

 
Quarterly Reports

 
8-K

  • 8-K (Jan 25, 2018)
  • 8-K (Jan 22, 2018)
  • 8-K (Jan 5, 2018)
  • 8-K (Nov 17, 2017)
  • 8-K (Oct 30, 2017)
  • 8-K (Oct 24, 2017)

 
Other

Sherwin-Williams Company 8-K 2012

Documents found in this filing:

  1. 8-K
  2. Ex-10.1
  3. Graphic
  4. Graphic
Form 8-K

 

 

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 18, 2012

 

 

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)

 

(IRS Employer

Identification No.)

 

101 West Prospect Avenue

Cleveland, Ohio

  44115
(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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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. Kramer’s 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.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

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:

 

Name

   For      Withheld      Broker Non-Votes  

A.F. Anton

     82,882,962         940,379         6,709,351   

C.M. Connor

     80,563,817         3,259,524         6,709,351   

D.F. Hodnik

     83,220,028         603,313         6,709,351   

 

2


T.G. Kadien

     83,219,589         603,752         6,709,351   

R.J. Kramer

     83,204,721         618,620         6,709,351   

S.J. Kropf

     81,393,742         2,429,599         6,709,351   

A.M. Mixon, III

     81,285,125         2,538,216         6,709,351   

R.K. Smucker

     81,327,959         2,495,382         6,709,351   

J.M. Stropki, Jr.

     81,535,727         2,287,614         6,709,351   

Proposal 2. The shareholders approved, on an advisory basis, the compensation of the named executives. The voting results were as follows:

 

00,000,000 00,000,000 00,000,000

For

   Against    Abstain    Broker Non-Votes

72,381,131

   10,335,687    1,106,166    6,709,708

Proposal 3. The shareholders approved the amendment and restatement of the 2007 Performance Plan. The voting results were as follows:

 

00,000,000 00,000,000 00,000,000

For

   Against    Abstain    Broker Non-Votes

80,352,646

   2,576,555    893,783    6,709,708

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:

 

00,000,000 00,000,000 00,000,000

For

   Against    Abstain     

89,485,252

   650,199    397,241   

Proposal 5. The shareholders did not approve a shareholder proposal on majority voting. The voting results were as follows:

 

00,000,000 00,000,000 00,000,000

For

   Against      Abstain      Broker Non-Votes

40,256,616

   42,685,789    880,779    6,709,508

 

3


Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

The following exhibits are filed with this report:

 

Exhibit No.

 

Exhibit Description

10(a)   The Sherwin-Williams Company 2007 Executive Performance Bonus Plan (As Amended and Restated Effective January 1, 2012) (filed herewith).
10(b)   Form of Director, Executive Officer and Corporate Officer Indemnity Agreement filed as Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference.

 

4


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, 2012     By:   /s/    L.E. Stellato        
    L.E. Stellato
    Senior Vice President, General Counsel and Secretary

 

5


EXHIBIT INDEX

 

Exhibit No.

 

Exhibit Description

10(a)   The Sherwin-Williams Company 2007 Executive Performance Bonus Plan (As Amended and Restated Effective January 1, 2012) (filed herewith).
10(b)   Form of Director, Executive Officer and Corporate Officer Indemnity Agreement filed as Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference.

 

6

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki