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 16, 2014
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 16, 2014 are set forth below.
Proposal 1. The shareholders fixed the number of directors of Sherwin-Williams at nine and elected the following nine 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 nine nominees were as follows:
| Name |
For | Against | Abstentions | Broker Non-Votes |
||||||||||||
| Arthur F. Anton |
83,078,907 | 818,940 | 390,408 | 5,848,588 | ||||||||||||
| Christopher M. Connor |
82,105,636 | 1,585,289 | 597,330 | 5,848,588 | ||||||||||||
| David F. Hodnik |
83,504,170 | 392,102 | 391,983 | 5,848,588 | ||||||||||||
| Thomas G. Kadien |
83,489,908 | 330,132 | 468,215 | 5,848,588 | ||||||||||||
| Richard J. Kramer |
83,599,064 | 287,813 | 401,378 | 5,848,588 | ||||||||||||
| Susan J. Kropf |
82,453,780 | 1,379,696 | 454,779 | 5,848,588 | ||||||||||||
| Christine A. Poon |
82,642,266 | 1,096,919 | 549,070 | 5,848,588 | ||||||||||||
| Richard K. Smucker |
82,864,767 | 1,083,556 | 339,932 | 5,848,588 | ||||||||||||
| John M. Stropki |
82,642,808 | 1,238,137 | 407,310 | 5,848,588 | ||||||||||||
Proposal 2. The shareholders approved, on an advisory basis, the compensation of the named executives. The voting results were as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 80,345,161 | 2,885,616 | 1,057,360 | 5,848,706 |
Proposal 3. The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams’ independent registered public accounting firm for 2014. The voting results were as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 88,872,421 | 741,280 | 523,142 | 0 |
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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 21, 2014 | By: | /s/ Catherine M. Kilbane | ||||
| Catherine M. Kilbane | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
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