Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2016



The Sherwin-Williams Company

(Exact Name of Registrant as Specified in Charter)




Ohio   1-04851   34-0526850

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


101 West Prospect Avenue

Cleveland, Ohio

(Address of Principal Executive Offices)   (Zip Code)

(216) 566-2000

(Registrant’s telephone number, including area code)


(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))




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 20, 2016 are set forth below.

Proposal 1. The shareholders fixed the number of directors of Sherwin-Williams at 11 and elected the following 11 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 11 nominees were as follows:


Name   For   Against   Abstentions   Broker Non-Votes
Arthur F. Anton   74,596,278   1,020,176   292,909   6,928,164
Christopher M. Connor   74,834,387   927,311   147,665   6,928,164
David F. Hodnik   75,047,536   556,579   305,248   6,928,164
Thomas G. Kadien   75,324,859   257,282   327,222   6,928,164
Richard J. Kramer   75,376,706   166,927   365,730   6,928,164
Susan J. Kropf   74,355,668   728,129   825,566   6,928,164
John G. Morikis   75,421,218   305,887   182,258   6,928,164
Christine A. Poon   74,652,798   890,777   365,788   6,928,164
John M. Stropki   75,284,995   223,759   400,609   6,928,164
Matthew Thornton III   75,328,050   206,556   374,757   6,928,164
Steven H. Wunning   75,214,927   288,288   406,148   6,928,164

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
73,196,623   2,078,983   633,643   6,928,278

Proposal 3. The shareholders approved The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (Amended and Restated as of April 20, 2016). The voting results were as follows:


For   Against   Abstentions   Broker
71,476,373   3,744,339   688,537   6,928,278

Proposal 4. The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams’ independent registered public accounting firm for 2016. The voting results were as follows:


For   Against   Abstentions   Broker
81,400,055   1,132,886   304,586   0




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.


April 22, 2016     By:   /s/ Catherine M. Kilbane
      Catherine M. Kilbane
      Senior Vice President, General Counsel and Secretary