Sherwin-Williams Reports Director Changes and Bylaw Amendments

Ticker: SHW · Form: 8-K · Filed: 2025-04-21T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, officer-compensation, bylaws

Related Tickers: SHW

TL;DR

Sherwin-Williams is changing up its board and bylaws, plus executive pay. Keep an eye on governance.

AI Summary

On April 16, 2025, The Sherwin-Williams Company filed an 8-K report detailing several key events. These include the departure of a director, the election of a new director, and changes in officer compensation arrangements. The company also announced amendments to its articles of incorporation and bylaws, and submitted matters to a vote of security holders.

Why It Matters

These filings indicate potential shifts in corporate governance and executive compensation, which could impact the company's strategic direction and shareholder relations.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters and does not indicate any immediate financial distress or significant operational changes.

Key Numbers

Key Players & Entities

FAQ

Who is the departing director?

The filing does not specify the name of the departing director in the provided text.

Who is the newly elected director?

The filing does not specify the name of the newly elected director in the provided text.

What specific officer compensation arrangements were affected?

The filing indicates changes to compensatory arrangements of certain officers but does not detail the specifics in the provided text.

What matters were submitted to a vote of security holders?

The filing states that matters were submitted to a vote of security holders but does not list the specific matters in the provided text.

Are there any amendments to the articles of incorporation or bylaws mentioned?

Yes, the filing indicates amendments to the articles of incorporation or bylaws.

From the Filing

0000089800-25-000076.txt : 20250421 0000089800-25-000076.hdr.sgml : 20250421 20250421161540 ACCESSION NUMBER: 0000089800-25-000076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20250416 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250421 DATE AS OF CHANGE: 20250421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHERWIN WILLIAMS CO CENTRAL INDEX KEY: 0000089800 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] ORGANIZATION NAME: 07 Trade & Services EIN: 340526850 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04851 FILM NUMBER: 25853347 BUSINESS ADDRESS: STREET 1: 101 PROSPECT AVE NW CITY: CLEVELAND STATE: OH ZIP: 44115 BUSINESS PHONE: 2165662200 MAIL ADDRESS: STREET 1: 101 PROSPECT AVE NW CITY: CLEVELAND STATE: OH ZIP: 44115 8-K 1 shw-20250416.htm 8-K shw-20250416 0000089800 false 12/31 0000089800 2025-04-16 2025-04-16 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, 2025 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) (I.R.S. Employer Identification No.) 101 West Prospect Avenue Cleveland, Ohio 44115-1075 (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)) 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 $0.33-1/3 per share SHW 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 April 16, 2025, The Sherwin-Williams Company (“Sherwin-Williams” or the “Company”) held its 2025 Annual Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, the Company's shareholders approved The Sherwin-Williams Company 2025 Equity and Incentive Compensation Plan (the “2025 Equity Plan”). The number of shares authorized for issuance under the 2025 Equity Plan is 21,969,555. Employees of the Company and its subsidiaries, non-employee directors of the Comp

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