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SHERWIN WILLIAMS CO Proxy Solicitation & Information Statement 2020

Mar 9, 2020

29898_rns_2020-03-09_9b3de6c7-b0d1-4e42-a016-f949016a3757.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d85571ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-12
THE SHERWIN-WILLIAMS COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 22, 2020

| THE SHERWIN-WILLIAMS COMPANY |
| --- |
| You are receiving this communication because you hold
shares in The Sherwin-Williams Company. This is not a ballot. You cannot use this
notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to
access and review all of the important information contained in the proxy materials before voting. |
| See the reverse side of
this notice to obtain proxy materials and voting instructions. |

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Annual Report 2. Notice & Proxy Statement How to View Online: Have the information that is printed
in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents
for this meeting and future shareholder meetings, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET : 2) BY TELEPHONE : 3) BY E-MAIL* : www.proxyvote.com 1-800-579-1639 [email protected]
* If requesting materials by e-mail, please
send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 8, 2020 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

| Vote In Person: If you choose to vote these shares in person at the meeting, you
must request a “ legal proxy. ” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. If you
require directions to the Annual Meeting, please contact Investor Relations at (216) 566-2000. |
| --- |
| Vote By Internet: To vote now by lnternet, go to www.proxyvote.com . Have the information that is printed in the box marked by the arrow available and follow the instructions. |
| Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will
include a voting instruction form. |

Voting items
The Board of Directors recommends you vote FOR the
following proposal(s): 1. Election of 10 directors Nominees 1A  Kerrii B. Anderson 1B   Arthur F. Anton 1C   Jeff M. Fettig 1D  Richard J. Kramer 1E   Susan J. Kropf 1F   John G. Morikis 1G  Christine A. Poon 1H  Michael H. Thaman 1I  Matthew Thornton III 1J  Steven H. Wunning The Board of Directors recommends you vote FOR the following proposals: 2 .  Advisory approval
of the compensation of the named executives 3 . Ratification of Ernst & Young LLP as our independent registered public
accounting firm

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.