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 17, 2013
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 5.07. | Submission of Matters to a Vote of Security Holders. |
The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting of Shareholders of The Sherwin-Williams Company held on April 17, 2013 are set forth below.
Proposal 1. The shareholders fixed the number of directors of Sherwin-Williams at eight and elected the following eight nominees as directors of Sherwin-Williams to serve until the next Annual Meeting of Shareholders and until their successors are elected. The voting results were as follows:
| Name |
For | Withheld | Broker Non-Votes | |||||||||
| Arthur F. Anton |
84,555,326 | 417,196 | 7,050,820 | |||||||||
| Christopher M. Connor |
82,288,581 | 2,683,941 | 7,050,820 | |||||||||
| David F. Hodnik |
84,566,375 | 406,147 | 7,050,820 | |||||||||
| Thomas G. Kadien |
84,471,381 | 501,141 | 7,050,820 | |||||||||
| Richard J. Kramer |
84,465,032 | 507,490 | 7,050,820 | |||||||||
| Susan J. Kropf |
82,586,008 | 2,386,514 | 7,050,820 | |||||||||
| Richard K. Smucker |
81,903,301 | 3,069,221 | 7,050,820 | |||||||||
| John M. Stropki |
82,267,686 | 2,704,836 | 7,050,820 | |||||||||
Proposal 2. The shareholders approved, on an advisory basis, the compensation of the named executives. The voting results were as follows:
| For |
Against | Abstain | Broker Non-Votes | |||||||||
| 79,617,969 |
4,653,517 | 712,892 | 7,038,964 | |||||||||
Proposal 3. The shareholders approved an amendment to Sherwin-Williams’ Amended Articles of Incorporation to implement majority voting in uncontested elections of directors. The voting results were as follows:
| For |
Against | Abstain | Broker Non-Votes | |||||||||
| 83,996,976 |
526,362 | 461,177 | 7,038,827 | |||||||||
A copy of Sherwin-Williams’ Amended and Restated Articles of Incorporation, as amended through April 17, 2013, is attached hereto as Exhibit 3 and incorporated herein by reference.
Proposal 4. The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams’ independent registered public accounting firm for 2013. The voting results were as follows:
| For |
Against | Abstain | ||||||
| 89,691,130 |
1,558,105 | 774,107 | ||||||
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is filed with this report:
| Exhibit No. |
Exhibit Description | |
| 3 | Amended and Restated Articles of Incorporation of The Sherwin-Williams Company, as amended through April 17, 2013 (filed herewith). | |
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.
| THE SHERWIN-WILLIAMS COMPANY | ||||||
| April 22, 2013 | By: | /s/ Catherine M. Kilbane | ||||
| Catherine M. Kilbane | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Exhibit Description | |
| 3 | Amended and Restated Articles of Incorporation of The Sherwin-Williams Company, as amended through April 17, 2013 (filed herewith). | |
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