the applicable requirements set forth in our Regulations and any applicable SEC regulations concerning the submission and content of proxy access nominations, and must be submitted not earlier
than October 10, 2020 and not later than the close of business on November 9, 2020 to us at our principal executive offices, 101 West Prospect Avenue, 12th Floor, Midland Building, Cleveland, Ohio 44115-1075, Attention: Corporate
Secretary. Such requirements include, without limitation, providing information about the proposed director nominee and the nominating shareholder that is required to be included in a proxy statement under SEC and NYSE rules, any statement by the
nominating shareholder about the proposed director nominee to be included in the proxy statement, and any other information that Sherwin-Williams or the Board requests and determines to include in the proxy statement relating to the proposed
director nominee.
Proposals Not to Be Included in the Proxy Statement
Under our Regulations, shareholders must follow certain procedures to nominate a person for election as a director (not including a proxy access nominee) or to introduce
an item of business at an Annual Meeting, which is not intended to be included in our proxy materials. These procedures provide that nominations for director nominees and/or an item of business to be introduced at an Annual Meeting must be timely
submitted in writing to us at our principal executive offices, 101 West Prospect Avenue, 12th Floor, Midland Building, Cleveland, Ohio 44115-1075, Attention: Corporate Secretary. In addition, these procedures include, without limitation:
providing information about the proposed director nominee specified in the Regulations, including information that would be required to be disclosed in a proxy statement or other filing under Section 14(a) of the Exchange Act; a description of all
direct and indirect compensation and other arrangements between the proposed director nominee and the nominating shareholder; a completed questionnaire with respect to the identity, background and qualifications of the proposed director nominee; and
a written agreement from the proposed director nominee that includes a representation that such person, if elected, will serve for the entire term for which he or she is standing for election.
To be timely, a shareholders notice must be delivered to, or mailed and received at, our principal executive offices not fewer than 60 nor more than
90 calendar days prior to the Annual Meeting. In the event that public announcement of the date of the Annual Meeting is not made at least 75 calendar days prior to the date of the Annual Meeting and it is held on a date more than 10
calendar days before or after the first anniversary of the date on which the prior years Annual Meeting was held, notice by the shareholder, to be timely, must be received not later than the close of business on the 10th calendar day following
the day on which public announcement is first made of the date of the Annual Meeting.
These time limits also apply in determining whether notice is timely for
purposes of SEC rules relating to the exercise of discretionary voting authority. If we do not receive timely notice, or if we meet other SEC requirements, the persons named as proxies in the proxy materials for that meeting will use their
discretion in voting at the meeting.
Our Regulations set forth specific, detailed requirements for the notice. You can access a copy of our Regulations on our
Investor Relations website, investors.sherwin-williams.com. You may also receive a copy of our Regulations by writing to us at: The Sherwin-Williams Company, 101 West Prospect Avenue, 12th Floor, Midland Building, Cleveland, Ohio
44115-1075, Attention: Investor Relations.
Householding Information
Some banks, brokers and other nominees participate in the practice of householding annual reports, proxy statements and Notices of Internet Availability of
Proxy Materials. This means that beneficial holders of our common stock who share the same address or household may not receive separate copies of this Proxy Statement, the Notice of Internet Availability of Proxy Materials and our 2019 Annual
Report. We will promptly deliver an additional copy of this Proxy Statement, the Notice of Internet Availability of Proxy Materials or our 2019 Annual Report to you if you write or call us at: The Sherwin-Williams Company, 101 West Prospect Avenue,
12th Floor, Midland Building, Cleveland, Ohio 44115-1075, Attention: Investor Relations; (216) 566-2000. If you are receiving more than one copy of this Proxy Statement, the Notice of Internet
Availability of Proxy Materials or our 2019 Annual Report at a single address and would like to participate in householding in the future, please contact us at the address or phone number above. Shareholders who hold their shares in street
name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
Annual Report on Form 10-K
We will provide to each shareholder who is solicited to vote at the Annual Meeting, upon the request of such person and
without charge, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Please write or call us at: The Sherwin-Williams Company, 101 West Prospect Avenue, 12th Floor, Midland Building, Cleveland, Ohio 44115-1075,
Attention: Investor Relations; (216) 566-2000.
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