Sherwin-Williams Company – April 2025 8-K Summary

Board & Governance Updates:
At the 2025 Annual Meeting, Sherwin-Williams shareholders approved the 2025 Equity and Incentive Compensation Plan, authorizing 21.97 million shares for future equity-based awards. The plan covers various award types including options, RSUs, performance shares, and cash incentives, and includes a $750,000 annual limit for non-employee director compensation. Incentive stock option grants are capped at 20 million shares.

Charter Amendments:
Shareholders also approved amendments to the Company’s Charter to remove supermajority voting requirements, reducing required approvals on certain matters to a simple majority. The restated Charter reflecting these changes became effective on April 17, 2025.

Director Elections:
Nine directors were re-elected, including Heidi G. Petz and Thomas L. Williams, with vote counts exceeding 190 million in favor for each nominee.

Other Proposals Approved:

Executive compensation approved in an advisory vote.

Ernst & Young LLP ratified as independent auditor for 2025.

Charter amendments (Proposals 5 & 6) to eliminate supermajority voting were adopted by strong majority votes.