Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Appointment of Allen J. Mistysyn as Senior Vice President Finance and Chief Financial Officer
On October 25, 2016, The Sherwin-Williams Company (Sherwin-Williams) announced that its Board of Directors (the
Board) has elected Allen J. Mistysyn as Senior Vice President Finance and Chief Financial Officer effective January 1, 2017.
Mr. Mistysyn, age 47, has been employed with Sherwin-Williams since June 1990. He has served as Senior Vice President Corporate
Controller since October 2014 and served as Vice President Corporate Controller from May 2010 to October 2014. Mr. Mistysyn also served as Vice President Assistant Corporate Controller from August 2009 to May 2010, Vice President
Controller, Paint and Coatings Division from November 2006 to August 2009, and Vice President Controller, Consumer Division from February 2003 to November 2006. Additionally, Mr. Mistysyn served in various roles in
Sherwin-Williams Paint Stores Group and Product Finishes Division.
Mr. Mistysyns annual base salary has been increased
to $600,000. He will participate in Sherwin-Williams annual cash incentive compensation program with a target award level equal to 80% of his annual base salary and a maximum award level equal to 160% of his annual base salary. He will also
participate in Sherwin-Williams long-term equity incentive compensation program commensurate with his new position. Mr. Mistysyn received a grant of 10,200 stock options with an exercise price equal to the average of the highest and
lowest sale prices of Sherwin-Williams common stock on the grant date. This stock option grant vests over a three-year period and has a ten-year term. Mr. Mistysyn will continue to participate in the other components of Sherwin-Williams
executive compensation program, including various retirement and savings plans, health and welfare programs and other benefits, which are described in Sherwin-Williams 2016 Proxy Statement.
Appointment of Sean P. Hennessy as Senior Vice President Corporate Planning, Development and Administration
On October 25, 2016, Sherwin-Williams announced that, effective January 1, 2017, Sean P. Hennessy will step down from his position as
Senior Vice President Finance and Chief Financial Officer, and that the Board has elected him to the position of Senior Vice President Corporate Planning, Development and Administration.
Mr. Hennessys annual base salary, annual cash incentive compensation opportunity and long-term equity incentive compensation
opportunity will not change as a result of his new position. Mr. Hennessy will continue to participate in the other components of Sherwin-Williams executive compensation program, including various retirement and savings plans, health and
welfare programs and other benefits, which are described in Sherwin-Williams 2016 Proxy Statement.
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Appointment of Jane M. Cronin as Principal Accounting Officer
On October 25, 2016, Sherwin-Williams announced that, effective October 25, 2016, the Board elected Jane M. Cronin as Senior Vice
President Corporate Controller succeeding Mr. Mistysyn. Mr. Mistysyn will serve in the role of Senior Vice President Finance until assuming the role of Senior Vice President Finance and Chief Financial Officer on
January 1, 2017.
Ms. Cronin, age 49, has been employed with Sherwin-Williams since September 1989. She has served as Vice
President Corporate Audit and Loss Prevention since September 2013. She served as Vice President Controller, Diversified Brands Division, Consumer Group from July 2005 to September 2013, prior to which she served as Director of
Accounting, Consumer Group from August 2003 to July 2005.
There are no family relationships between Mr. Hennessy, Mr. Mistysyn
and Ms. Cronin and any director or executive officer of Sherwin-Williams. There are no related party transactions involving Mr. Hennessy, Mr. Mistysyn and Ms. Cronin that are reportable under Item 404(a) of Regulation S-K.
A copy of Sherwin-Williams press release, dated October 25, 2016, announcing these management changes is attached hereto as
Exhibit 99 and is incorporated herein by reference.