STOCK TITAN

Whirlpool (NYSE: WHR) investors approve directors, pay and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Whirlpool Corporation reported the results of its 2026 Annual Meeting of stockholders held on April 21, 2026. Stockholders elected 12 directors, including Marc R. Bitzer and Mary Ellen Adcock, to terms expiring in 2027 or until successors are elected and qualified.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 26,813,220 votes for, 11,498,460 against, and 333,837 abstentions, plus broker non-votes. In addition, they ratified Ernst & Young LLP as independent registered public accounting firm for 2026 with 46,613,244 votes for.

The company reiterated that it routinely posts important investor information, including potential Regulation FD disclosures, in the Investors section and Hot Topics Q&A portion of its website, which is not incorporated by reference into this report.

Positive

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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.
Say-on-pay 'For' votes 26,813,220 votes Advisory approval of executive compensation at 2026 Annual Meeting
Say-on-pay 'Against' votes 11,498,460 votes Advisory approval of executive compensation at 2026 Annual Meeting
Say-on-pay abstentions 333,837 votes Advisory approval of executive compensation at 2026 Annual Meeting
Say-on-pay broker non-votes 10,204,489 votes Shares present but not voting on compensation proposal
Auditor ratification 'For' votes 46,613,244 votes Ratification of Ernst & Young LLP as 2026 auditor
Auditor ratification 'Against' votes 1,074,598 votes Ratification of Ernst & Young LLP as 2026 auditor
Auditor ratification abstentions 252,769 votes Ratification of Ernst & Young LLP as 2026 auditor
Example director 'For' votes 32,296,017 votes Votes for director nominee Mary Ellen Adcock
broker non-votes financial
"Broker Non-Votes 26,813,220 | | 11,498,460 | | 333,837 | | 10,204,489"
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
"ratified the appointment of Ernst & Young LLP as the Corporation’s 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.
Compensation Discussion & Analysis financial
"including the Compensation Discussion & Analysis, the compensation tables and related disclosure"
Regulation FD regulatory
"for complying with our disclosure obligations under Regulation FD"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
advisory (non-binding) basis financial
"approved, on an advisory (non-binding) basis, the compensation paid to the Corporation’s named executive officers"
WHIRLPOOL CORP /DE/0000106640false00001066402026-04-212026-04-210000106640us-gaap:CommonStockMemberexch:XNYS2026-04-212026-04-210000106640us-gaap:CommonStockMemberstpr:TX2026-04-212026-04-210000106640stpr:TX2026-04-212026-04-210000106640exch:XNYS2026-04-212026-04-210000106640whr:DepositaryShareMemberexch:XNYS2026-04-212026-04-21


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 21, 2026
 
WHIRLPOOL CORPORATION
(Exact name of registrant as Specified in Charter)
 
Delaware1-393238-1490038
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
2000 North M-63,
Benton Harbor,
Michigan
49022-2692
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (269923-5000
 
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 classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $1.00 per shareWHRNew York Stock ExchangeandNYSE Texas
Depositary Shares, each representing a 1/20 interest in a share of 8.50% Series A Mandatory Convertible Preferred Stock, par value $1.00 per shareWHR-PRANew 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 21, 2026, Whirlpool Corporation (the “Corporation”) held its 2026 Annual Meeting. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Corporation's proxy statement filed March 10, 2026 (the "Proxy Statement"). The results of the stockholder vote are as follows:

1.Mary Ellen Adcock, Marc R. Bitzer, Judi K. Buckner, Greg Creed, Diane M. Dietz, Gerri T. Elliott, Richard J. Kramer, Jennifer A. LaClair, John D. Liu, James M. Loree, John G. Morikis, and Rudy Wilson were each elected by the stockholders to a term to expire in 2027 or until their respective successors are duly elected and qualified.
Nominees
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Mary Ellen Adcock
 
32,296,017

6,109,492

240,008

10,204,489
Marc R. Bitzer
 
30,735,884

7,680,487

229,146

10,204,489
Judi K. Buckner32,669,2025,729,724246,59110,204,489
Greg Creed31,102,1047,316,800226,61310,204,489
Diane M. Dietz
 
31,757,713

6,644,650

243,154

10,204,489
Gerri T. Elliott
 
31,859,497

6,546,712

239,308

10,204,489
Richard J. Kramer
 
31,722,776

6,674,827

247,914

10,204,489
Jennifer A. LaClair
 
31,502,870

6,900,588

242,059

10,204,489
John D. Liu
 
32,197,296

6,200,948

247,273

10,204,489
James M. Loree
 
32,105,391

6,289,895

250,231

10,204,489
John G. Morikis
 
31,332,130

7,065,094

248,293

10,204,489
Rudy Wilson
 
32,268,965

6,145,647

230,905

10,204,489

2.The stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Corporation’s named executive officers disclosed in the Proxy Statement, including the Compensation Discussion & Analysis, the compensation tables and related disclosure.
For
 
Against
 
Abstain
 
Broker Non-Votes
26,813,220

11,498,460

333,837

10,204,489

3.The stockholders ratified the appointment of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for 2026.
For
 
Against
 
Abstain
46,613,244

1,074,598

252,769


Website Disclosure
We routinely post important information for investors on our website, whirlpoolcorp.com, in the "Investors" section. We also intend to update the Hot Topics Q&A portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.




SIGNATURE
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.

Date: April 24, 2026                     WHIRLPOOL CORPORATION

                            By:     /s/ BRIDGET K. QUINN         
                            Name:     Bridget K. Quinn
                            Title:     Deputy General Counsel & Corporate Secretary
 


FAQ

What did Whirlpool (WHR) stockholders approve at the 2026 Annual Meeting?

Whirlpool stockholders elected 12 directors, approved on an advisory basis executive compensation, and ratified Ernst & Young LLP as independent registered public accounting firm for 2026, based on the voting results disclosed for each proposal.

How did Whirlpool (WHR) investors vote on executive compensation in 2026?

Investors approved Whirlpool’s executive compensation on an advisory basis, with 26,813,220 votes for, 11,498,460 against, and 333,837 abstentions. There were also 10,204,489 broker non-votes, reflecting shares present but not voting on this proposal.

Which directors were elected to Whirlpool’s board at the 2026 meeting?

Stockholders elected 12 directors, including Mary Ellen Adcock, Marc R. Bitzer, Judi K. Buckner, Greg Creed, Diane M. Dietz, Gerri T. Elliott, Richard J. Kramer, Jennifer A. LaClair, John D. Liu, James M. Loree, John G. Morikis, and Rudy Wilson to terms expiring in 2027.

Who is Whirlpool’s independent auditor for 2026 and how was it approved?

Ernst & Young LLP was ratified as Whirlpool’s independent registered public accounting firm for 2026. The ratification received 46,613,244 votes for, 1,074,598 against, and 252,769 abstentions from stockholders at the annual meeting.

How does Whirlpool (WHR) share important investor information online?

Whirlpool states it routinely posts important investor information on whirlpoolcorp.com in the Investors section and updates the Hot Topics Q&A page, including information used to comply with Regulation FD, although website information is not incorporated by reference into this report.

Filing Exhibits & Attachments

4 documents