Sherwin Williams : 2023 Proxy Statement

Notice of Annual Meeting of Shareholders

Annual Meeting Information

Date: April 17, 2024

Time: 9:00 a.m. EDT

Virtual Meeting Site: www.virtualshareholdermeeting.com/SHW2024

Record Date: Close of business on February 20, 2024

Agenda

1. Election of 11 directors
2. Advisory approval of the compensation of the named executive officers
3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm
4. Shareholder proposal to adopt a simple majority vote
5. Transaction of such other business as may properly come before the Annual Meeting

We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors of proxies to be voted during the Annual Meeting of Shareholders to be held on April 17, 2024. We began making our proxy materials available to shareholders on March 6, 2024.

Thank you for your continued support. We hope you will join us at our virtual Annual Meeting.

Mary L. Garceau

Senior Vice President - Chief Legal Officer and Secretary

The Sherwin-Williams Company

101 West Prospect Avenue

Cleveland, Ohio 44115

March 6, 2024

Your Vote Is Important

Shareholders of record at the close of business on February 20, 2024 are entitled to notice of, and to vote during, the Annual Meeting.

Even if you plan to attend the Annual Meeting, we ask that you vote as promptly as possible. Voting early will help avoid additional solicitation costs and will not prevent you from voting during the Annual Meeting, if you wish to do so.

How to vote:

Online: Visit www.proxyvote.com.

QR Code: Scan this QR code with your mobile phone.

Phone: Call the number listed on your proxy card or voting instruction form.

Mail: If you received printed copies of the proxy materials, complete, sign, date, and return your proxy card or voting instruction form.

During the Annual Meeting:

Follow the instructions at www.virtual

shareholdermeeting.com/SHW2024.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to Be Held on April 17, 2024.

Our Notice of Annual Meeting, Proxy Statement, and 2023 Annual Report are available online at

www.proxyvote.com.

Table of Contents

1 Proxy Summary

64 Estimated Payments Upon Termination or Change in Control Table

10 Corporate Governance

1. Board Leadership Structure
2. Board Meetings
3. Board Committees

14 Board and Committee Oversight

16 Corporate Governance Practices and Policies

22 Proposal 1 - Election of 11 Directors

22 Director Biographies

1. Director Matrix and Composition

1. 2023 Director Compensation Table
2. Director Compensation Program

1. 2023 CEO Pay Ratio
2. Pay Versus Performance

1. Proposal 3 - Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm
2. Matters Relating to the Independent Registered

Public Accounting Firm

72 Audit Committee Report

1. Proposal 2 - Advisory Approval of the Compensation of the Named Executive Officers
2. Executive Compensation

1. Compensation Discussion and Analysis

1. Compensation Risk Assessment
2. Compensation Committee Report

53 Executive Compensation Tables

53 Summary Compensation Table

56 2023 Grants of Plan-Based Awards Table

1. Outstanding Equity Awards at December 31, 2023 Table
2. 2023 Option Exercises and Stock Vested Table
3. 2023 Nonqualified Deferred Compensation Table

73 Proposal 4 - Shareholder Proposal to Adopt a Simple Majority Vote

76 Other Matters

1. Equity Compensation Plan Information
2. Security Ownership of Management, Directors, and Director Nominees
3. Security Ownership of Certain Beneficial Owners
4. Internet Availability of Proxy Materials

1. Eliminating Duplicate Mailings

1. 2023 Annual Report

1. Questions and Answers About the Annual Meeting

83 Shareholder Proposals for the 2025 Annual Meeting

A-1 Appendix A - Calculation of Non-GAAP Financial Measures

61 Potential Payments Upon Termination or Change in Control

As used in this Proxy Statement, the terms "Sherwin-Williams," the "Company," "we," and "our" refer to The Sherwin- Williams Company. All historical share, restricted stock unit, and per share or per restricted stock unit information included in this Proxy Statement has been adjusted to reflect our three-for-one stock split effected on March 31, 2021.

This Proxy Statement includes website addresses and references to additional materials found on those websites or in other reports filed with the Securities and Exchange Commission (the "SEC"). These websites and materials are not incorporated into this Proxy Statement by reference.

Cautionary Statement Regarding Forward-Looking Information. This Proxy Statement contains "forward-lookingstatements," as defined under U.S. federal securities laws. Forward-lookingstatements can be identified by the use of forward-lookingwords such as "believe," "expect," "estimate," "may," "will," "should," "project," "could," "would," "plan," "goal," "target," "potential," "seek," "intend," "aspire," "strive" or "anticipate," or the negative thereof or comparable words. Forward-lookingstatements are based upon management's current expectations, predictions, estimates, assumptions, and beliefs concerning future events and conditions. Readers are cautioned not to place undue reliance on any forward-lookingstatements. Forward-lookingstatements are subject to risks, uncertainties, and other factors, many of which are outside the control of the Company and actual results may differ materially from such statements and from the Company's historical performance, results, and experience. These risks, uncertainties, and other factors are described more fully in the Company's most recently filed Annual Report on Form 10-Kand subsequent filings with the SEC. Any forward-lookingstatement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update or revise any forward-lookingstatement, whether as a result of new information, future events, or otherwise.

Proxy Summary

This summary highlights certain Company information and information contained elsewhere in this Proxy Statement. It does not contain all of the information you should consider in connection with voting your shares. Please carefully read the entire Proxy Statement and our Annual Report to Shareholders for the fiscal year ended December 31, 2023 ("2023 Annual Report") before voting.

2024 Annual Meeting of Shareholders

Date and Time	Record Date	Location	Who Can Attend and Vote
Wednesday	February 20, 2024	Online at www.virtualshareholder	Shareholders of record at
April 17, 2024		meeting.com/SHW2024	the close of business on
9:00 a.m. EDT			February 20, 2024

Proposals and Board Recommendations

Item	Proposal	Board Recommendation	Page
1	Election of 11 directors	FOR each nominee	22
2	Advisory approval of the compensation of the named executive officers	FOR	33
3	Ratification of the appointment of Ernst & Young LLP as our	FOR	70
independent registered public accounting firm
4	Shareholder proposal to adopt a simple majority vote	AGAINST	73

Attending the Annual Meeting

We look forward to welcoming shareholders to the Annual Meeting of Shareholders to be held on April 17, 2024 (the "Annual Meeting"). The Annual Meeting will be held in a virtual format via webcast. We have designed the virtual Annual Meeting to provide shareholders with substantially the same opportunities to participate as if the Annual Meeting were held in person.

If you were a Sherwin-Williams shareholder at the close of business on the record date, February 20, 2024, you may attend and participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/SHW2024 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. The Annual Meeting will begin promptly at 9:00 a.m. EDT. Online check-in will begin at 8:45 a.m. EDT. Please allow ample time for the online check-in process.

During the Annual Meeting, you may vote and submit questions by following the instructions provided on the meeting website. Even if you plan to attend and participate in the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this Proxy Statement to confirm your vote will be represented at the Annual Meeting.

We include additional information regarding the Annual Meeting and voting procedures in the section "Other Matters- Questions and Answers About the Annual Meeting."

1

Our Company

Founded in 1866, Sherwin-Williams is a global leader in the manufacture, development, distribution, and sale of paint, coatings, and related products to professional, industrial, commercial, and retail customers. Every day, our 64,000+ employees provide the energy, experience, and creativity to build on our track record of success-enabling us to innovate and grow in new and exciting ways and continue creating and driving value for our stakeholders.

With our global headquarters in Cleveland, Ohio, Sherwin-Williams® branded products are sold exclusively through a chain of more than 5,000 Company-operated stores and branches, while our other brands are sold through leading mass merchandisers, home centers, independent paint dealers, hardware stores, automotive retailers, and industrial distributors. We also supply a broad range of highly-engineered solutions for the construction, industrial, packaging, and transportation markets in more than 120 countries around the world. Sherwin-Williams shares are traded on the New York Stock Exchange (symbol: SHW). For more information, please visit www.sherwin.com.

$23.05 billion	64,000+	5,000+
2023 Net Sales
	Employees	Stores & Branches
30%	120+	130+
%
PERFORMANCE

COATINGS GROUP

56

14%	GROUP
	PAINT STORES
CONSUMER
BRANDS
GROUP

Countries	Manufacturing &
	Distribution Facilities

Our Corporate Purpose

Since our Company was founded, we have created benefits and delivered consistent value for multiple stakeholders. Our Board of Directors (the "Board") is entrusted with oversight for the long-term health and sustainability of the Company. It is within this context that our Board-determined corporate purpose serves to provide guidance to management and relevant stakeholders and a framework to drive the Company's continued success.

We inspire and improve the world by coloring and protecting what matters.

Through our integrated approach to the stakeholders we serve, including our employees, customers, shareholders, and communities, we seek to inspire and improve society as a whole.

HOW WE DO IT

"THE RIGHT

EXPERIENCE"	Customer	Value Added	Industry Leading	Differentiated
	Focused	Service & Expertise	Innovation	Distribution

WHO WE BENEFIT "OUR STAKEHOLDERS"

CustomersEmployeesShareholdersCommunities

HOW WE ACT

"OUR VALUES"

Innovation Performance Integrity Growth People Service Quality

HOW WE MEASURE

"OUR METRICS"

Sales	Improve	Drive	Drive Cash	Drive	Foster Inclusion	Support
Growth	ROS	RONAE	Generation	Sustainability	& Belonging	Communities

2 2024 Proxy Statement

Financial and Operating Performance

Performance Results. Our strategy remains unchanged. We provide differentiated solutions that enable our customers to increase their productivity and profitability. In 2023, we delivered strong results in a choppy operating environment where demand remained highly variable. We continued to find opportunity in adversity and delivered record sales, EBITDA and diluted net income per share. Compared to the prior year, our consolidated net sales increased 4.1% to a record $23.05 billion in 2023-marking our thirteenth consecutive year of increased sales. Net income for the year was

$2.39 billion, and diluted net income per share increased 19.8% to a record $9.25 per share. We generated record net operating cash of $3.52 billion in the year, or 15.3% of net sales, driven by net income growth and improved working capital management.

The following graphs show our Company's performance for key financial measures over the past three-year period.

Net Sales	Net Income(1)
(billions of dollars)	(millions of dollars)

Diluted Net Income

Per Share(2)

Net Operating Cash

(millions of dollars)

19.94	22.15	23.05
2021	2022	2023

		2,389
1,864	2,020
2021	2022	2023

	(dollars)	9.25
6.98	7.72
2021	2022	2023

		3,522
2,245	1,920
2021	2022	2023

1. 2023 includes after-taxacquisition-related amortization expense of $202 million, an after-tax loss related to the devaluation of the Argentine Peso in December 2023 of $42 million, an after-tax restructuring expense of $23 million, and an after-tax charge for impairment related to trademarks of $19 million. 2022 includes after-taxacquisition-related amortization expense of $211 million and an after-tax restructuring and impairment expense of $53 million. 2021 includes after-taxacquisition-related amortization expense of $223 million and an after-tax loss on the divestiture of the Wattyl business of $89 million.
2. 2023 includes charges of $0.78 per share for acquisition-related amortization expense, $0.16 per share related to the devaluation of the Argentine Peso in December 2023, $0.09 per share restructuring expense, and $0.07 per share for impairment related to trademarks. 2022 includes charges of $0.81 per share for acquisition-related amortization expense and $0.20 per share of restructuring and impairment expense. 2021 includes charges of $0.83 per share for acquisition-related amortization expense and a $0.34 per share loss on the divestiture of the Wattyl business.

Returning Significant Value to Shareholders. In 2023, we continued enhancing shareholder value through increased dividends and share repurchases while accelerating growth investments. We returned approximately $2.06 billion to our shareholders in the form of dividends and share repurchases. We also increased our annual dividend to $2.42 per share, extending our string of dividend increases to 45 consecutive years. In February 2024, the Board increased the quarterly cash dividend to $0.715 per share, an increase of 18.2% over the quarterly dividend paid in 2023.

Sherwin-Williams has returned approximately $6.90 billion to

shareholders over the three-year period

	$3,500
	$3,000
Millions	$2,500
$2,000

Total Shareholder Return, including

reinvestment of dividends

20.00%

5 Years

15.69%

SHW

In	$1,500
$1,000
	$500
	$
							2022	2023
	2021
					Dividends					Share Repurchases

10 Years

18.83%

12.03%

S&P 500

3

Sustainability Highlights

We believe we have an opportunity and responsibility to contribute to a more sustainable future and serve as a leader in our industry through our ongoing commitment to environmental, health and safety, product stewardship, sustainability, corporate social responsibility, belonging, employee engagement, and related governance topics relevant to the Company (collectively, "sustainability"). We also believe this sustainability focus will enable us to continue creating and driving value for our stakeholders.

Strategy & Framework. We embrace an enterprise-wide approach to sustainability-striving to integrate it into every Sherwin-Williams business, region, and function globally. We embed it in our product innovation and development processes and in product delivery to our customers. Our sustainability strategy is supported by an integrated framework that incorporates our priorities and initiatives across three pillars and focus areas.

Environmental Footprint - Doing Our Part for the Planet. We recognize the global significance of climate change and support responsible consumption and production. We are committed to reducing our environmental footprint in the near term by applying a continuous improvement approach to reducing our carbon emissions, energy use, and waste, while expanding our renewable energy use and recycling methods.

Product Blueprint - Driving Sustainability Through Innovation. Through life cycle thinking and a strong commitment to product stewardship, we continue to provide world-classproducts in a safe and responsible manner. Through our Sustainability by Design program, we strive to formally incorporate sustainability attributes such as life cycle thinking within our innovation and product development processes.

Social Imprint - Elevating a Culture of Safety, Belonging and Community. We are committed to the safety of our global employee base, fostering a culture of belonging, and supporting and being active in the communities in which we live and work. Our inclusive culture and commitment to our people are important factors in driving employee engagement and attracting, retaining, developing, and progressing a diverse pipeline of talent that reflects the communities in which we operate.

Governance Structure. Our sustainability framework is centered on a strong foundation of governance and ethics, with our governance structure designed to enable broad engagement and appropriate oversight across the Company. We have a council tasked with overseeing our sustainability strategy and consists of subject matter experts in (a) the development, implementation, and monitoring of the Company's key sustainability metrics, targets, goals, strategies, policies, and practices and (b) the monitoring, assessing, and addressing of trends, risks, and opportunities with respect to sustainability topics most significant to the Company and its stakeholders. Our steering committee, composed of members of senior management and other senior leaders, supports alignment across the organization in overseeing the work of the council. The full Board and its committees receive periodic updates from members of the steering committee. For more information about Board and committee oversight of specific sustainability-related risks, see "Corporate Governance-Board and Committee Oversight".

2023 Progress. 2023 was our second year reporting in line with the Task Force on Climate-related Financial Disclosures (TCFD) framework. During 2023, we continued to progress our sustainability strategies and initiatives and expanded our climate-related assessment to focus on our top 1,000 sites. We also continued aligning our disclosures with other leading reporting standards and frameworks, including the Sustainability Accounting Standards Board (SASB), Global Reporting Initiative (GRI), and CDP (formerly the Carbon Disclosure Project). We are proud of our progress and achievements and look forward to continuing to share our progress on our sustainability efforts.

For more information regarding our sustainability strategy, framework, progress, and initiatives, please visit investors.sherwin.com or sustainability.sherwin.com.

4 2024 Proxy Statement

Our Director Nominees

The following table provides summary information about each of our director nominees. Directors are elected annually by a majority of votes cast.

				COMMITTEES
	Director					Other Public
Name and Principal Occupation	Since	Independent	AC	CMDC	NCGC	Company Boards
Kerrii B. Anderson	2019	Š		C	Š	3
Retired, Former CEO & President,
Wendy's International, Inc.
Arthur F. Anton	2006	Š	F			3
Retired, Former Chairman & CEO,
Swagelok Company
Jeff M. Fettig	2019	Š L			Š
Retired, Former Chairman & CEO,	C,F		1
Whirlpool Corporation
John G. Morikis	2015					2*
Executive Chairman,
The Sherwin-Williams Company
Heidi G. Petz	2023					1
President and CEO,
The Sherwin-Williams Company
Christine A. Poon	2014	Š		Š		3
Retired, Former Vice Chairman,
Johnson & Johnson
Aaron M. Powell	2021	Š		Š		0
CEO,

Pizza Hut Division, Yum! Brands, Inc.

Marta R. Stewart

Retired, Former Executive VP & CFO,2021 Norfolk Southern Corporation

Michael H. Thaman

Retired, Former Chair & CEO,2017 Owens Corning

Š

Š

F	1
F	1

Matthew Thornton III	2014	Š	Š	C	1
Retired, Former Executive VP & COO,
FedEx Freight, FedEx Corporation
Thomas L. Williams	2023	Š		Š	2
Retired, Former Chairman & CEO,
Parker-Hannifin Corporation
AC = Audit Committee	C = Committee Chair
CMDC = Compensation and Management Development Committee	F = Financial Expert
NCGC = Nominating and Corporate Governance Committee	L = Lead Independent Director

• On January 12, 2024, Fortune Brands Innovations, Inc. announced that Mr. Morikis will retire from its Board of Directors in May 2024, upon the expiration of his current term.

5

Board Composition

Our Board utilizes a thoughtful approach to board composition to balance the addition of new directors who bring fresh perspectives and the stability of the Board as a whole. Our director nominees reflect the Board's efforts in achieving diversity of background and experience amongst its members, and the need for periodic refreshment to maintain an appropriate balance. It is also the Board's policy to include, and to request that any search firm it engages include, women and racially or ethnically diverse persons in the pool of candidates from which director nominees are chosen.

We highlight below the diversity and tenure mix of our director nominees. We detail director nominee characteristics on an individualized basis in the section "Director Matrix and Composition."

	55% Director Nominee Diversity			Director Nominee Tenure
Race/Ethnicity		Gender					Average Years
1 Hispanic/Latinx					3
36%	2 Black/African			10+ years	4<4 years
36%					6.5
American	4 Women
Racially and
Ethnically		Women		5 - 9 years 4		Years
Diverse	1 Asian

Balanced Mix of Skills and Experience

In considering each director nominee and the composition of the Board as a whole, the Nominating and Corporate Governance Committee (the "Nominating Committee") reviews a director matrix consisting of experiences, qualifications, attributes, and skills that it believes enables a director nominee to make significant contributions to the Board, Sherwin- Williams, and our shareholders. The Nominating Committee may consider additional experiences, qualifications, attributes, and skills, as it deems appropriate, given the then-current needs of the Board and Sherwin-Williams. The Nominating Committee and our Board believe the mix of categories summarized below contributes to a well-balanced Board and enables the Board to provide effective oversight of our management and business. These experiences, qualifications, attributes, and skills are reviewed regularly in considering the composition of the full Board and each director nominee.

We highlight below the mix of skills and experience of our director nominees. We provide this information on an individualized basis in the section "Director Matrix and Composition."

Public Company CEO/CFO Experience	Marketing, Sales and Brand Management
	7			10
Senior Management Experience	Retail Operations
	11
		5
Financial Expertise	Technology and Digital
	9			5
Manufacturing; Distribution	Supply Chain and Logistics
11		11
Industry	Strategic Planning and Enterprise Risk Management
			2			11
Research and Development
Human Capital Management

9

International Operations

11

10

6 2024 Proxy Statement

Corporate Governance

The Board and management recognize the importance of sound corporate governance practices in fulfilling their respective duties and responsibilities. We also believe effective corporate governance is essential for maximizing long-term value for our shareholders.

Our Board and Committees

Under our Corporate Governance Guidelines, each director is expected to attend, absent unusual circumstances, all meetings of the Board and each committee on which he or she serves. Each director is also expected to attend, absent unusual circumstances, all annual and special meetings of shareholders.

			Meetings Held
	Members*	Independence	During 2023
Board of Directors	11	9 of 11	6
Audit Committee	5	100%	5
Compensation and Management Development Committee	4	100%	7
Nominating and Corporate Governance Committee	3	100%	2

• On July 18, 2023, the Board increased its size from 9 to 10 members and elected Thomas L. Williams to fill the vacancy. On October 10, 2023, the Board increased its size from 10 to 11 members and elected Heidi G. Petz to fill the vacancy.

Each of our directors attended at least 75% of the 2023 meetings of the Board and the committees on which he or she served during the period in which he or she was a director or committee member.

Sound Corporate Governance Practices

Our corporate governance practices are designed to enable the Board to set objectives, monitor performance and strengthen the accountability of the Board and management. We actively monitor our practices to confirm we continue to manage our business in accordance with high standards of ethics, business integrity, and corporate governance. The following table highlights some of our corporate governance practices and policies.

• Annual election of all directors
• Majority voting standard and resignation policy for directors in uncontested elections
• Director overboarding policy
• Proxy access rights available to 3-year ownership, 3% shareholders, for up to 20% of the Board
• 9 out of 11 director nominees are independent

• Board and committee oversight of risk exposures
• Mandatory retirement age of 72 for directors
• Orientation program for new directors
• Annual board and committee self-assessments
• Directors have complete access to management
• Prohibition on hedging and pledging of our securities

• Robust independent lead director role and governance responsibilities
• Board committees entirely composed of independent directors
• Executive sessions of non-management directors are held in connection with each regularly scheduled Board meeting

• Significant director and executive stock ownership guidelines
• Policy to include women and racially or ethnically diverse persons in the pool of candidates from which director nominees are chosen

7