Sherwin-Williams (NYSE: SHW) investors approve pay, auditor and special meeting change

Rhea-AI Filing Summary

The Sherwin-Williams Company reported the results of its 2026 Annual Meeting of Shareholders. Shareholders elected nine directors to serve until the next annual meeting, with each nominee receiving substantially more votes "For" than "Against."

On an advisory basis, shareholders approved executive compensation and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2026. Shareholders also approved, on an advisory basis, a management proposal to amend shareholders' ability to call a special meeting to a 25% ownership threshold, while a separate shareholder proposal on special meeting rights did not receive approval.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes For: 184,546,419 votes Say-on-pay votes Against: 15,581,622 votes Auditor ratification For: 202,848,298 votes +3 more

6 metrics

Say-on-pay votes For 184,546,419 votes Advisory approval of named executive officer compensation

Say-on-pay votes Against 15,581,622 votes Advisory approval of named executive officer compensation

Auditor ratification For 202,848,298 votes Ratification of Ernst & Young LLP for 2026

Management special meeting proposal For 183,413,906 votes Advisory approval of 25% ownership threshold to call special meeting

Shareholder special meeting proposal For 86,678,181 votes Shareholder proposal on ability to call a special meeting

Director Jeff M. Fettig votes For 194,437,150 votes Election as director until next annual meeting

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, special meeting, +1 more

5 terms

broker non-votes financial

"The voting results for the nine nominees are as follows ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams' independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"The shareholders approved, on an advisory basis, the compensation of the named executive officers."

special meeting financial

"amend shareholders' ability to call a special meeting to a 25% ownership threshold."

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (“Annual Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

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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 22, 2026

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)			(I.R.S. Employer Identification No.)
1 Sherwin Way
Cleveland,			Ohio						44113-2206
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.33-1/3 per share

SHW

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07    Submission of Matters to a Vote of Security Holders.

On April 22, 2026, The Sherwin-Williams Company (“Sherwin-Williams” or the “Company”) held its 2026 Annual Meeting of Shareholders (“Annual Meeting”). The Company's shareholders voted on five items at the Annual Meeting, each of which is described in more detail in Sherwin-Williams’ definitive proxy statement filed with the SEC on March 11, 2026. The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below.

Proposal 1. The shareholders elected the following nine 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 nine nominees are as follows:

Name						For						Against						Abstentions						Broker Non-Votes
Kerrii B. Anderson						190,489,495						10,102,358						1,043,780						18,258,805
Jeff M. Fettig						194,437,150						6,172,328						1,026,155						18,258,805
Robert J. Gamgort						197,080,433						3,108,515						1,446,685						18,258,805
Heidi G. Petz						188,244,457						12,188,989						1,202,187						18,258,805
Aaron M. Powell						198,165,093						2,500,771						969,769						18,258,805
Marta R. Stewart						191,056,280						9,404,729						1,174,624						18,258,805
Michael H. Thaman						198,877,159						1,789,227						969,247						18,258,805
Matthew Thornton III						190,478,208						10,105,169						1,052,256						18,258,805
Thomas L. Williams						197,087,679						3,552,604						995,350						18,258,805

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

For						Against						Abstentions						Broker Non-Votes
184,546,419						15,581,622						1,507,592						18,258,805

Proposal 3. The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams' independent registered public accounting firm for 2026. The voting results are as follows:

For						Against						Abstentions						Broker Non-Votes
202,848,298						16,003,746						1,042,394						0

Proposal 4. The shareholders approved, on an advisory basis, the management proposal to amend shareholders' ability to call a special meeting to a 25% ownership threshold. The voting results are as follows:

For						Against						Abstentions						Broker Non-Votes
183,413,906						17,248,045						973,682						18,258,805

Proposal 5. The shareholders did not approve a shareholder proposal regarding shareholder ability to call a special meeting. The voting results are as follows:

For						Against						Abstentions						Broker Non-Votes
86,678,181						113,569,350						1,388,102						18,258,805

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.

			THE SHERWIN-WILLIAMS COMPANY
April 24, 2026			By:						/s/ Stephen J. Perisutti
			Name:						Stephen J. Perisutti
			Title:						Senior Vice President - Deputy General Counsel and Assistant Secretary

FAQ

What did Sherwin-Williams (SHW) shareholders decide at the 2026 Annual Meeting?

Shareholders elected nine directors, approved executive compensation on an advisory basis, ratified Ernst & Young LLP as independent auditor for 2026, approved a management proposal on special meeting rights, and did not approve a separate shareholder proposal on special meeting rights.

Did Sherwin-Williams (SHW) shareholders approve executive compensation in 2026?

Yes. Shareholders approved the compensation of the named executive officers on an advisory basis, with 184,546,419 votes "For," 15,581,622 votes "Against," 1,507,592 abstentions, and 18,258,805 broker non-votes recorded in the results.

Which auditor did Sherwin-Williams (SHW) shareholders ratify for 2026?

Shareholders ratified the appointment of Ernst & Young LLP as Sherwin-Williams' independent registered public accounting firm for 2026, with 202,848,298 votes "For," 16,003,746 votes "Against," and 1,042,394 abstentions, and no broker non-votes reported on this proposal.

How did Sherwin-Williams (SHW) shareholders vote on special meeting rights?

Shareholders approved a management proposal, on an advisory basis, to amend shareholders' ability to call a special meeting to a 25% ownership threshold. A separate shareholder proposal on shareholder ability to call a special meeting did not receive approval at the meeting.

Were all Sherwin-Williams (SHW) director nominees elected at the 2026 meeting?

Yes. All nine director nominees, including Kerrii B. Anderson, Jeff M. Fettig, Robert J. Gamgort, and others, were elected. Each nominee received significantly more votes "For" than "Against," along with some abstentions and broker non-votes recorded.

What were the vote totals on the Sherwin-Williams (SHW) shareholder special meeting proposal?

The shareholder proposal regarding shareholder ability to call a special meeting did not pass. It received 86,678,181 votes "For," 113,569,350 votes "Against," 1,388,102 abstentions, and 18,258,805 broker non-votes, indicating insufficient support for approval.

Filing Exhibits & Attachments

3 documents

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