Edgar Filing: SHERWIN WILLIAMS CO

THE SHERWIN-WILLIAMS COMPANY

April 23, 2018

/s/ Mary L. Garceau

Mary L. Garceau

Senior Vice President, General Counsel and Secretary

Form 8-K

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 18, 2018

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)

N/A

(Former name or former address, if changed since last report)

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))

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.

The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting of Shareholders of The Sherwin-Williams Company (“Sherwin-Williams”) held on April 18, 2018 are set forth below.

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


Name	For		Against		Abstentions		Broker Non-Votes
Arthur F. Anton		76,131,462		2,137,962		249,703		7,520,010
David F. Hodnik		76,741,605		1,379,119		398,403		7,520,010
Richard J. Kramer		77,789,080		439,555		290,492		7,520,010
Susan J. Kropf		76,653,479		1,632,399		233,249		7,520,010
John G. Morikis		76,145,826		1,853,020		520,281		7,520,010
Christine A. Poon		76,740,205		1,538,616		240,306		7,520,010
John M. Stropki		77,977,356		287,614		254,157		7,520,010
Michael H. Thaman		78,026,815		239,066		253,246		7,520,010
Matthew Thornton III		77,667,225		587,475		264,427		7,520,010
Steven H. Wunning		77,600,874		647,653		270,600		7,520,010

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
74,678,980	3,347,817	492,188	7,520,152

Proposal 3. The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams’ independent registered public accounting firm for 2018. The voting results are as follows:


For	Against	Abstentions	Broker Non-Votes
82,818,734	2,965,282	255,121	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.