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Sherwin-Williams Company 8-K 2013

Documents found in this filing:

  1. 8-K
  2. Ex-3
  3. Ex-3
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 17, 2013

 

 

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 5.07. 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 of The Sherwin-Williams Company held on April 17, 2013 are set forth below.

Proposal 1. The shareholders fixed the number of directors of Sherwin-Williams at eight and elected the following eight 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  

Arthur F. Anton

     84,555,326         417,196         7,050,820   

Christopher M. Connor

     82,288,581         2,683,941         7,050,820   

David F. Hodnik

     84,566,375         406,147         7,050,820   

Thomas G. Kadien

     84,471,381         501,141         7,050,820   

Richard J. Kramer

     84,465,032         507,490         7,050,820   

Susan J. Kropf

     82,586,008         2,386,514         7,050,820   

Richard K. Smucker

     81,903,301         3,069,221         7,050,820   

John M. Stropki

     82,267,686         2,704,836         7,050,820   

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

 

For

   Against      Abstain      Broker Non-Votes  

79,617,969

     4,653,517         712,892         7,038,964   

Proposal 3. The shareholders approved an amendment to Sherwin-Williams’ Amended Articles of Incorporation to implement majority voting in uncontested elections of directors. The voting results were as follows:

 

For

   Against      Abstain      Broker Non-Votes  

83,996,976

     526,362         461,177         7,038,827   

A copy of Sherwin-Williams’ Amended and Restated Articles of Incorporation, as amended through April 17, 2013, is attached hereto as Exhibit 3 and incorporated herein by reference.

Proposal 4. The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams’ independent registered public accounting firm for 2013. The voting results were as follows:

 

For

   Against      Abstain  

89,691,130

     1,558,105         774,107   

 

2


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed with this report:

 

Exhibit No.

  

Exhibit Description

3    Amended and Restated Articles of Incorporation of The Sherwin-Williams Company, as amended through April 17, 2013 (filed herewith).

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 22, 2013     By:   /s/ Catherine M. Kilbane
      Catherine M. Kilbane
     

Senior Vice President, General Counsel and

Secretary

EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

3    Amended and Restated Articles of Incorporation of The Sherwin-Williams Company, as amended through April 17, 2013 (filed herewith).

 

3

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