Edgar Filing: SHERWIN WILLIAMS CO

Abstentions

Broker

Non-Votes

Form 8-K

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 15, 2015

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)

(IRS Employer

Identification No.)

101 West Prospect Avenue

Cleveland, Ohio

44115

(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))

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 held on April 15, 2015 are set forth below.

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


Name	For		Against		Abstentions		Broker Non-Votes

Arthur F. Anton		79,064,457		730,955		365,605		6,810,772
Christopher M. Connor		77,757,335		1,295,692		1,107,990		6,810,772
David F. Hodnik		79,408,508		403,472		349,037		6,810,772
Thomas G. Kadien		79,419,521		383,657		357,839		6,810,772
Richard J. Kramer		79,425,764		240,656		494,597		6,810,772
Susan J. Kropf		79,204,663		494,496		461,858		6,810,772
Christine A. Poon		78,595,762		1,145,967		419,288		6,810,772
Richard K. Smucker		78,674,477		620,028		866,512		6,810,772
John M. Stropki		79,015,721		681,449		463,847		6,810,772
Matthew Thornton III		79,336,625		264,101		560,291		6,810,772

Proposal 2. The shareholders approved, on an advisory basis, the compensation of the named executives. The voting results were as follows:

Proposal 3. The shareholders approved the material terms for qualified performance-based compensation under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of February 17, 2015). The voting results were as follows:

Proposal 4. The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams’ independent registered public accounting firm for 2015. The voting results were as follows:

SIGNATURES

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.