Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) February 13, 2025

WHIRLPOOL CORPORATION

(Exact name of registrant as Specified in Charter)

Delaware

1-3932

38-1490038

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2000 North M-63,

Benton Harbor,

Michigan

49022-2692

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (269) 923-5000

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 $1.00 per share

WHR

Chicago Stock Exchange

and

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 17, 2025, the Board of Directors (the "Board") of Whirlpool Corporation (the "Company") appointed John G. Morikis as a director of Whirlpool Corporation and a member of the Board's Corporate Governance and Nominating Committee and Human Resources Committee, effective immediately.

Mr. Morikis's compensation will be consistent with that of other non-employee directors, consisting of an annual cash retainer in the amount of $150,000, and annual equity compensation, to be paid in Whirlpool common stock, in the amount of $160,000.

Additionally, on February 13, 2025, Larry O. Spencer communicated to the Board his decision not to stand for reelection at the Company's 2025 Annual Meeting of Stockholders. Mr. Spencer's decision was not related to any disagreement with the Company on any matter relating to its operations, policies or practices.

The press release announcing the appointment of Mr. Morikis is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Exhibit

Exhibit 99.1			Press Release dated February 17, 2025
Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Website Disclosure

We routinely post important information for investors on our website, whirlpoolcorp.com, in the "Investors" section. We also intend to update the Hot Topics Q&A portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.

SIGNATURE

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.

Date: February 18, 2025 WHIRLPOOL CORPORATION

By: /s/ BRIDGET K. QUINN

Name: Bridget K. Quinn

Title: Deputy General Counsel & Corporate Secretary

Whirlpool Corporation Welcomes John Morikis to Board of Directors

BENTON HARBOR, Mich., Feb. 17, 2025 -- The Whirlpool Corporation board of directors has appointed John Morikis, former chairman and CEO of The Sherwin-Williams Company, to the board, effective immediately. Morikis will serve on the corporate governance and nominating committee and the human resources committee.

“John is an established business leader with a proven track record leading a global enterprise and we are excited to have him joining our board,” said Marc Bitzer, chairman and CEO of Whirlpool Corporation. “His experience establishing resilient supply chains and his unmatched insight into the U.S. home builder market will be incredibly valuable as Whirlpool Corporation continues to navigate the ever-changing global marketplace.”

Morikis, 61, was elevated to president and CEO of Sherwin-Williams in 2016 and became chairman of the board in 2017. Mr. Morikis began his career at Sherwin-Williams in 1984 as a management trainee. During his time at the company he held numerous roles, including president and general manager of the company’s paint stores as well as chief operating officer.

Morikis will remain on the board of directors for Sherwin-Williams until his term expires in April. He is also a director at General Mills, Inc. and University Hospitals.

About Whirlpool Corporation

Whirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the last-remaining major U.S.-based manufacturer of kitchen and laundry appliances, the company is driving meaningful innovation to meet the evolving needs of consumers through its iconic brand portfolio, including Whirlpool, KitchenAid, JennAir, Maytag, Amana, Brastemp, Consul, and InSinkErator. In 2024, the company reported approximately $17 billion in annual sales - close to 90% of which were in the Americas - 44,000 employees, and 40 manufacturing and technology research centers. Additional information about the company can be found at WhirlpoolCorp.com.

Document and Entity Information	Jan. 29, 2025
Entity Information [Line Items]
Document Type	8-K
Entity Registrant Name	WHIRLPOOL CORP /DE/
Entity Central Index Key	0000106640
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-3932
Entity Tax Identification Number	38-1490038
Entity Address, Address Line One	2000 North M-63,
Entity Address, City or Town	Benton Harbor,
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49022-2692
City Area Code	269
Local Phone Number	923-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Chicago Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common stock, par value $1.00 per share
Trading Symbol	WHR
Security Exchange Name	CHX
New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common stock, par value $1.00 per share
Trading Symbol	WHR
Security Exchange Name	NYSE