Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 29, 2021, the Board of Directors (the "Board") of The Sherwin-Williams
Company ("Sherwin-Williams") increased the size of the Board from ten to eleven
members and elected Marta R. Stewart to fill the resulting vacancy, effective
immediately. In addition, Ms. Stewart was appointed to the Audit Committee of
the Board. Ms. Stewart, 63, served as Executive Vice President and Chief
Financial Officer of Norfolk Southern Corporation from November 2013 until her
retirement in August 2017. A copy of Sherwin-Williams' press release announcing
Ms. Stewart's election is attached hereto as Exhibit 99 and incorporated herein
by reference.
The Board has determined that Ms. Stewart is independent under the New York
Stock Exchange listing standards and Sherwin-Williams' Director Independence
Standards. There was no arrangement or understanding between Ms. Stewart and any
other persons pursuant to which Ms. Stewart was selected as a director, and
there are no related party transactions involving Ms. Stewart that are
reportable under Item 404(a) of Regulation S-K.
On August 29, 2021, Ms. Stewart received a grant of 575 restricted stock units
under The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors
(Amended and Restated as of April 20, 2016). The restricted stock units will
vest in annual increments of one-third of the units granted over a period of
three years. Ms. Stewart will participate in Sherwin-Williams' standard director
compensation program for nonemployee directors, which is described on pages
24-25 of Sherwin-Williams' Proxy Statement for its Annual Meeting of
Shareholders held on April 21, 2021.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No. Exhibit Description
99 Press Release of The Sherwin-Williams Company, dated August 30,
2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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