Current Report Filing (8-k)

THE SHERWIN-WILLIAMS COMPANY

April 26, 2021

/s/ Stephen J. Perisutti

Stephen J. Perisutti

Vice President, Deputy General Counsel and Assistant 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): April 21, 2021

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.33-1/3 per share

SHW

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On April 21, 2021, The Sherwin-Williams Company (“Sherwin-Williams”) held its Annual Meeting of Shareholders (“Annual Meeting”). The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below. Sherwin-Williams completed a three-for-one stock split on March 31, 2021 (the “Stock Split”). The final voting results reflect the pre-Stock Split shares because the record date for the Annual Meeting, February 23, 2021, preceded the Stock Split.

Proposal 1. The shareholders elected the following 10 nominees as directors of Sherwin-Williams to serve until the next Annual Meeting and until their successors are elected. The voting results for the 10 nominees are as follows:


Name	For		Against		Abstentions		Broker Non-Votes
Kerrii B. Anderson		71,015,633		1,448,691		350,283		6,291,458
Arthur F. Anton		65,721,584		6,732,794		360,229		6,291,458
Jeff M. Fettig		69,909,679		2,549,918		355,010		6,291,458
Richard J. Kramer		69,452,479		2,547,930		814,198		6,291,458
John G. Morikis		68,936,792		3,444,919		432,896		6,291,458
Christine A. Poon		60,788,053		11,665,003		361,551		6,291,458
Aaron M. Powell		72,078,721		364,679		371,207		6,291,458
Michael H. Thaman		71,828,009		590,882		395,716		6,291,458
Matthew Thornton III		71,229,878		1,231,021		353,708		6,291,458
Steven H. Wunning		71,980,146		476,982		357,479		6,291,458

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


For		Against		Abstentions		Broker Non-Votes
	67,569,259		4,676,127		569,221		6,291,458

Proposal 3. The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams’ independent registered public accounting firm for 2021. The voting results are as follows:


For		Against		Abstentions		Broker Non-Votes
	76,130,631		2,608,019		367,415		0

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.