Current Report Filing (8-k)

THE SHERWIN-WILLIAMS COMPANY

July 16, 2014

/s/ Catherine M. Kilbane

Catherine M. Kilbane

Senior Vice President, General Counsel and Secretary

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): July 16, 2014

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.

On July 16, 2014, the Board of Directors of The Sherwin-Williams Company increased the size of the Board from nine to ten members and elected Matthew Thornton III to fill the resulting vacancy effective immediately. Mr. Thornton, 55, is Senior Vice President, US Operations, FedEx Express, the world’s largest express transportation company and a subsidiary of FedEx Corporation. In addition, Mr. Thornton was appointed to the Audit Committee of the Board. A copy of Sherwin Williams’ press release announcing Mr. Thornton’s election is attached hereto as Exhibit 99 and is incorporated herein by reference.

The Board has determined that Mr. Thornton is independent under the New York Stock Exchange listing standards and Sherwin-Williams’ Director Independence Standards. There was no arrangement or understanding between Mr. Thornton and any other persons pursuant to which Mr. Thornton was selected as a director, and there are no related party transactions involving Mr. Thornton that are reportable under Item 404(a) of Regulation S-K.

On July 16, 2014, Mr. Thornton received a grant of 542 shares of restricted stock under The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors. The shares of restricted stock will vest in annual increments of one-third of the shares granted over a period of three years. Mr. Thornton will participate in Sherwin-Williams’ standard director compensation program for nonemployee directors, which is described on page 19 of Sherwin-Williams’ Proxy Statement for its Annual Meeting of Shareholders held on April 16, 2014.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibit is filed with this report:


Exhibit No.		Exhibit Description

99		Press Release of The Sherwin-Williams Company, dated July 16, 2014.

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.

EXHIBIT INDEX


Exhibit No.		Exhibit Description

99		Press Release of The Sherwin-Williams Company, dated July 16, 2014.

EXHIBIT 99

LOGO

NEWS:

The Sherwin-Williams Company • 101 West Prospect Avenue •

Cleveland, Ohio 44115 • (216) 566-2140

The Sherwin-Williams Company Elects New Director

Matthew Thornton III, Senior Vice President, US Operations, FedEx Express, Joins the Board

CLEVELAND, OHIO, July 16, 2014 – The Sherwin-Williams Company (NYSE: SHW) announced that the Board of Directors of Sherwin-Williams elected Matthew Thornton III to the Board of Directors effective today. Mr. Thornton, 55, is Senior Vice President, US Operations, FedEx Express, the world’s largest express transportation company and a subsidiary of FedEx Corporation. Mr. Thornton was also appointed to the Audit Committee of the Board. Sherwin-Williams’ Board now consists of ten members, including nine independent directors.

“We are very pleased to have Matt join our Board of Directors,” commented Christopher M. Connor, Chairman and Chief Executive Officer of Sherwin-Williams. “Matt is a proven business leader and brings more than 35 years of broad management and operations experience at Federal Express to the Board. He will add a valuable perspective to the Board, and we look forward to his contributions and guidance to Sherwin-Williams and our shareholders for many years to come.”

Mr. Thornton began his career with Federal Express in 1978 as a package handler while a college student at the University of Memphis. He held various management positions with Federal Express before being named Vice President – Regional Operations (Central Region) in 1998. He was promoted to Senior Vice President – Air, Ground & Freight Services in 2004 before being named Senior Vice President, US Operations, FedEx Express in 2006. Mr. Thornton holds a bachelor’s degree from the University of Memphis and an M.B.A. degree from the University of Tennessee, Knoxville.

Founded in 1866, The Sherwin-Williams Company is a global leader in the manufacture, development, distribution, and sale of coatings and related products to professional, industrial, commercial, and retail customers. The company manufactures products under well-known brands such as Sherwin-Williams^®, Dutch Boy^®, Krylon^®, Minwax^®, Thompson’s^® WaterSeal^®, and many more. With global headquarters in Cleveland, Ohio, Sherwin-Williams^® branded products are sold exclusively through a chain of more than 4,100 company-operated stores and facilities, while the company’s other brands are sold through leading mass merchandisers, home centers, independent paint dealers, hardware stores, automotive retailers, and industrial distributors. The Sherwin-Williams Global Finishes Group distributes a wide range of products in more than 115 countries around the world. For more information, please visit www.sherwin.com.

Investor Relations Contact:

Bob Wells

Senior Vice President – Corporate Communications and Public Affairs

Sherwin-Williams

Direct: 216.566.2244

rjwells@sherwin.com

Media Contact:

Mike Conway

Director – Corporate Communications

Sherwin-Williams

Direct: 216.515.4393

Pager: 216.422.3751