Whirlpool Corp. Files Definitive Proxy Statement (DEF 14A)

Ticker: WHR-PA · Form: DEF 14A · Filed: Mar 4, 2024 · CIK: 106640

Whirlpool Corp /De/ DEF 14A Filing Summary
FieldDetail
CompanyWhirlpool Corp /De/ (WHR-PA)
Form TypeDEF 14A
Filed DateMar 4, 2024
Risk Level
Pages14
Reading Time17 min
Key Dollar Amounts$800 million, $500 million, $400 million, $8.72, $16.16
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Whirlpool Corp, Executive Compensation, Proxy Statement, SEC Filing

TL;DR

<b>Whirlpool Corporation has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023, detailing executive compensation and financial data.</b>

AI Summary

WHIRLPOOL CORP /DE/ (WHR-PA) filed a Proxy Statement (DEF 14A) with the SEC on March 4, 2024. Whirlpool Corporation filed a DEF 14A with the SEC on March 4, 2024. The filing covers the fiscal year ending December 31, 2023. It includes data related to stock options, awards, and pension plans for both PEO and Non-PEO members. The document references financial data for fiscal years 2020, 2021, 2022, and 2023. Whirlpool Corporation is incorporated in Delaware and operates in the Household Appliances sector.

Why It Matters

For investors and stakeholders tracking WHIRLPOOL CORP /DE/, this filing contains several important signals. This filing provides crucial information for shareholders regarding executive compensation, stock awards, and pension plan details, enabling informed voting decisions. The DEF 14A filing is a standard requirement for public companies and offers transparency into corporate governance and financial performance for the past fiscal year.

Risk Assessment

Risk Level: — WHIRLPOOL CORP /DE/ shows moderate risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate indications of significant new risks or operational changes.

Analyst Insight

Shareholders should review the executive compensation and stock award details within the DEF 14A to understand potential impacts on shareholder value and corporate governance.

Key Numbers

  • 2023 — Fiscal Year (CONFORMED PERIOD OF REPORT)
  • 2024-03-04 — Filing Date (FILED AS OF DATE)
  • 2021-01-01 — Start Date (Financial Data Range)
  • 2023-12-31 — End Date (Financial Data Range)

Key Players & Entities

  • WHIRLPOOL CORP /DE/ (company) — FILER
  • 20240304 (date) — FILED AS OF DATE
  • 20240418 (date) — CONFORMED PERIOD OF REPORT
  • 3630 (industry) — STANDARD INDUSTRIAL CLASSIFICATION
  • DE (state) — STATE OF INCORPORATION
  • 1231 (date) — FISCAL YEAR END
  • 2023-12-31 (date) — Fiscal Year End
  • 2022-12-31 (date) — Fiscal Year End

FAQ

When did WHIRLPOOL CORP /DE/ file this DEF 14A?

WHIRLPOOL CORP /DE/ filed this Proxy Statement (DEF 14A) with the SEC on March 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by WHIRLPOOL CORP /DE/ (WHR-PA).

Where can I read the original DEF 14A filing from WHIRLPOOL CORP /DE/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by WHIRLPOOL CORP /DE/.

What are the key takeaways from WHIRLPOOL CORP /DE/'s DEF 14A?

WHIRLPOOL CORP /DE/ filed this DEF 14A on March 4, 2024. Key takeaways: Whirlpool Corporation filed a DEF 14A with the SEC on March 4, 2024.. The filing covers the fiscal year ending December 31, 2023.. It includes data related to stock options, awards, and pension plans for both PEO and Non-PEO members..

Is WHIRLPOOL CORP /DE/ a risky investment based on this filing?

Based on this DEF 14A, WHIRLPOOL CORP /DE/ presents a moderate-risk profile. The filing is a routine DEF 14A, providing standard disclosures without immediate indications of significant new risks or operational changes.

What should investors do after reading WHIRLPOOL CORP /DE/'s DEF 14A?

Shareholders should review the executive compensation and stock award details within the DEF 14A to understand potential impacts on shareholder value and corporate governance. The overall sentiment from this filing is neutral.

How does WHIRLPOOL CORP /DE/ compare to its industry peers?

Whirlpool Corporation operates in the Household Appliances industry.

Are there regulatory concerns for WHIRLPOOL CORP /DE/?

The filing is a Definitive Proxy Statement (DEF 14A) submitted to the SEC under the 1934 Act.

Industry Context

Whirlpool Corporation operates in the Household Appliances industry.

Regulatory Implications

The filing is a Definitive Proxy Statement (DEF 14A) submitted to the SEC under the 1934 Act.

What Investors Should Do

  1. Review executive compensation details for PEO and Non-PEO members.
  2. Analyze stock option and award valuations for fiscal year 2023.
  3. Examine pension plan service costs and benefit changes.

Year-Over-Year Comparison

This filing is a DEF 14A for the fiscal year ending December 31, 2023, and contains data points for multiple prior fiscal years including 2020, 2021, and 2022.

Filing Stats: 4,305 words · 17 min read · ~14 pages · Grade level 15.2 · Accepted 2024-03-04 17:17:41

Key Financial Figures

  • $800 million — HTS * The Company drove approximately $800 million of cost take out, and our improved supp
  • $500 million — company with Arelik A.. We also repaid $500 million of our term loan and returned almost $4
  • $400 million — on of our term loan and returned almost $400 million in dividends to shareholders. Earning
  • $8.72 — shareholders. Earnings per share of $8.72 (GAAP) and $16.16 (Ongoing) $384
  • $16.16 — nings per share of $8.72 (GAAP) and $16.16 (Ongoing) $384 Million Dividends p
  • $384 Million — $8.72 (GAAP) and $16.16 (Ongoing) $384 Million Dividends paid (68th consecutive year
  • $500 Million — d (68th consecutive year of dividends) $500 Million of Term Loan Repayment Portfolio Tra

Filing Documents

Executive Compensation Pay Mix

Executive Compensation Pay Mix CEO Total Target Compensation Other NEOs' Average Total Target Compensation iv Notice of Annual Meeting of Stockholders and 2024 Proxy Statement Table of Contents Table of Contents Proxy Summary i Item1 - Directors and Nominees for Election as Directors 1 Board of Directors and Corporate Governance 11 Related Person Transactions and Human Resources Committee Interlocks 22

Security Ownership

Security Ownership 23 Beneficial Ownership 24 Non-employee Director Compensation 25 Compensation Discussion and Analysis 28 Human Resources Committee Report 45 2023 Executive Compensation Tables 46 2023 Summary Compensation Table 46 2023 Grants of Plan-Based Awards 48 2023 Outstanding Equity Awards at Fiscal Year-End 50 2023 Option Exercises and Stock Vested 53 2023 Pension Benefits 54 2023 Non-Qualified Deferred Compensation 55 2023 Potential Post-Termination Payments 56 Pay Ratio Disclosure 61 Pay Versus Performance Disclosure 62 Item2 - Advisory Vote to Approve Whirlpool Corporation's Executive Compensation 66 Equity Compensation Plan Information 67 Matters Relating to Independent Registered Public Accounting Firm 68 Audit Committee Report 69 Item3 - Ratification of the Appointment of Ernst & Young LLP as Whirlpool Corporation's Independent Registered Public Accounting Firm for Fiscal 2024 70 Information about the Annual Meeting and Voting 71 Annex A: Non-GAAP Reconciliation A-1 Table of Contents

- ELECTION OF DIRECTORS

ITEM 1 - ELECTION OF DIRECTORS

– Directors and Nominees

Item 1 – Directors and Nominees for Election as Directors We currently have 12 directors on the Board who are standing for election or re-election and, if elected, will serve until our next annual meeting of stockholders and stand for re-election annually (subject to our retirement policy). Each of the nominees below has consented to be a nominee named in this proxy statement and to serve if elected. We have described the skills and experiences below that we believe will allow directors to provide critical insights on the Company's strategic imperatives and make significant contributions to board deliberations. In the matrix on the pages that follow, we have highlighted the skills and attributes and gender and race/ethnicity self-identified by each director nominee. Global Strategic Imperatives Experience Allen Bitzer Creed Dietz Elliott Kramer LaClair Liu Loree Manwani Spencer Wilson Senior Leadership Roles at Large/Complex Organizations Directors with leadership experience at organizations with operational scale and complexity similar to Whirlpool are equipped to evaluate our enterprise strategy and progress against strategic goals. Global Business Operations/International Work Experience Directors with global and international business experience understand the challenges and opportunities of a global footprint and have unique cultural and consumer insight aligned with Whirlpool's global scope. Corporate Strategy/M&A Directors with strategy and M&A expertise provide critical insights in evaluating value creation opportunities as part of Whirlpool's portfolio transformation. Sales/Marketing/Brand Management Directors with experience in distribution strategy, trade relationships, marketing, including digital marketing, and brand management provide critical insights on these key drivers of our profitable growth. Product Development/Innovation/Engineering Directors with innovation and product development experience poss

- ELECTION OF DIRECTORS

ITEM 1 - ELECTION OF DIRECTORS Experience Allen Bitzer Creed Dietz Elliott Kramer LaClair Liu Loree Manwani Spencer Wilson Accounting/Finance/Capital Structure Directors with expertise in financial management, capital allocation, and financial reporting are equipped to evaluate our capital structure and capital allocation priorities and provide oversight of our financial operations and reporting processes. Corporate Governance/Sustainability Directors with experience on other public company boards and those with experience in corporate responsibility and impact contribute valuable insights on best governance practices at other leading corporations, including emerging trends and effective governance and oversight, which are key to achieving sustainable shareholder value. Legal/Regulatory/Government Affairs Directors with experience in legal and regulatory issues aid in overseeing Whirlpool's risk management and compliance across our global operations. Human Capital Management Directors with human capital management and talent development expertise contribute to effective oversight of our global talent strategy, including thoughtful succession planning, which is critical to our continued success. Technology/Cybersecurity Directors with expertise in technology and cybersecurity aid the Board in its oversight of Whirlpool's information security, data privacy, and new technology adoption, which are key to execution of our strategy . Consumer Products Directors with consumer products expertise provide important insights about building strong relationships with consumers and understanding drivers behind evolving consumer preferences which are key to Whirlpool's future success . Gender Male Female Race/Ethnicity White Black or African-American Asian or South Asian Military Service 2 Notice of Annual Meeting of Stockholders and 2024 Proxy Statement Table of Contents

- ELECTION OF DIRECTORS

ITEM 1 - ELECTION OF DIRECTORS The Board recommends a vote FOR the election of each of the director nominees below. Samuel R. Allen Independent Presiding Director Director since: 2010 Age: 70 Committees : Corporate Governance and Nominating (Chair) Human Resources Other Public Company Boards Dow Inc. (since 2019) Prior Deere & Co. (2009 – 2020) Key Quali fications: Mr. Allen brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his extensive senior leadership experience at a large/complex organization as Chairman and Chief Executive Officer of Deere & Co, a global public company; his global business and manufacturing experience obtained through managing various business units and functions at Deere, including internationally; his extensive human resources experience acquired as President, Global Financial Services, John Deere Power Systems, and Corporate Human Resources; and his corporate governance experience gained during his current and prior service on other public company boards. Employment Background: Mr. Allen is the former Chairman and Chief Executive Officer of Deere & Co., a farm machinery and equipment company. He held the position of Chairman at Deere from February 2010 until his retirement from the board of directors in 2020. He served in the role of President and Chief Executive Officer at Deere from 2009 until 2010 after serving as President and Chief Operating Officer from June to August 2009. Mr. Allen joined Deere & Co. in 1975 and from that time he held positions of increasing responsibility in the Consumer Products Division, Worldwide Construction & Forestry Division, John Deere Power Systems, and the Worldwide Agricultural Division, including managing operations in Latin America, China and East Asia, and Australia. Marc R. Bitzer Chairman and Chief Executive Officer Director since: 2015 Age: 59 Other Public Company Boards The BMW Group (since 2

- ELECTION OF DIRECTORS

ITEM 1 - ELECTION OF DIRECTORS Greg Creed Independent Director Director since: 2017 Age: 66 Committees : Human Resources (Chair) Finance Other Public Company Boards Aramark (since 2020) Delta Airlines, Inc. (since 2022) Prior Sow Good Inc. (2020 – 2022) Yum! Brands, Inc. (2014 – 2020) International Game Technology (2010 – 2015) Key Qualifications: Mr. Creed brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: his extensive senior leadership experience as Chief Executive Officer at Yum! and Taco Bell; his human capital management experience as Chief Operating Officer at Yum!; his in-depth sales and marketing experience gained as Chief Marketing Officer at Taco Bell; his international work experience during his tenure at Unilever; and his corporate governance experience gained during his service on other public company boards of directors. Employment Background: Mr. Creed served as Chief Executive Officer of Yum! Brands, Inc., a leading operator of quick service restaurants, from 2015 until his retirement in 2019. Following his retirement, Mr. Creed provided advisory services to Yum! throughout 2020 on a part-time basis. He served as Chief Executive Officer of Taco Bell Division from 2011 to 2014, and as President and Chief Concept Officer of Taco Bell U.S. from 2007 to 2011. He held various roles within Yum!, including Chief Marketing Officer, Taco Bell, and Chief Operating Officer, Yum! after holding other positions of increasing responsibility with the company since 1994. Prior to joining Yum! in 1994, Mr. Creed worked with Unilever in Australia, London, and New York. Diane M. Dietz Independent Director Director since: 2013 Age: 58 Committees : Finance Human Resources Key Qualifications: Ms. Dietz brings the following key skills and qualifications that enable her to contribute invaluable insights to our board deliberations: her senior leadership experience a

- ELECTION OF DIRECTORS

ITEM 1 - ELECTION OF DIRECTORS Gerri T. Elliott Independent Director Director since: 2014 Age: 67 Committees : Finance Human Resources Other Public Company Boards Marqeta, Inc. (since 2021) Prior Marvell Technology Group Ltd. (2017 – 2018) Mimecast Limited (2017 – 2018) Imperva, Inc. (2015 – 2018) Bed Bath & Beyond, Inc. (2014 – 2017) Key Qualifications: Ms. Elliott brings the following key skills and qualifications that enable her to add valuable insights to our board deliberations: her global sales and marketing experience and extensive technology and cybersecurity expertise obtained throughout her career in the technology industry; her global business operations and international work experience gained during her tenure at International Business Machines Corporation's Asia Pacific operations; and her corporate governance and sustainability experience gained during her current and prior service on other public company boards. Employment Background: Ms. Elliott served as the Executive Vice President and Chief Customer and Partner Officer of Cisco Systems, Inc. from 2018 until her retirement in 2022. She served as the Executive Vice President, Strategic Advisor and Chief Customer Officer of Juniper Networks, a producer of high-performance networking equipment, from 2013 to 2014. Ms. Elliott began her employment with Juniper Networks in 2009 and held positions of increasing responsibility with the company through 2014. Before joining Juniper Networks, she served as Corporate Vice President, Worldwide Public Sector Organization of Microsoft Corporation from 2004 to 2008. Prior to joining Microsoft, Ms. Elliott spent 22 years at IBM Corporation, where she held several senior executive positions in the U.S. and internationally. Jennifer A. LaClair Independent Director Director since: 2020 Age: 52 Committees : Audit Corporate Governance and Nominating Key Qualifications: Ms. LaClair brings the following key skills and qualificatio

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