Whirlpool Corporation has issued its 2026 proxy, asking shareholders to elect 12 directors, approve 2025 executive pay on an advisory basis, and ratify Ernst & Young as 2026 auditor. The annual meeting is scheduled for April 21, 2026 in Chicago.
Management highlights a difficult 2025 marked by a suppressed U.S. housing market, tariff volatility, and weak consumer sentiment. Revenue was $15.5 billion, with GAAP net earnings of $318 million, a 2.2% net margin, and ongoing EBIT margin of 4.7% after about $200 million of structural cost reductions.
Whirlpool invested roughly $0.8 billion in R&D and capital spending, executed a major North America product refresh, and reduced its stake in Whirlpool of India to 40%, using proceeds to pay down debt. The annual dividend rate was reset to $3.60 per share while still returning $299 million in dividends and marking 70 consecutive years of payouts.
Incentive outcomes reflect below-target performance: the 2025 short‑term bonus paid at 50% of target after excluding one‑time tariff headwinds, and the 2023‑2025 performance share cycle paid out at 0% as cumulative ongoing EPS and average ROIC fell below threshold goals.
Whirlpool Corporation’s chairman and CEO Marc R. Bitzer reported indirect gifts of common stock through family-related trusts. Trusts for his benefit and for immediate family members each transferred 3,110 shares of Whirlpool common stock as bona fide gifts on March 3, 2026, with no sale proceeds.
After these gifts, one trust held 46,031.419 shares, and trusts for immediate family members held 13,227 shares, plus separate indirect holdings of 150,000 shares and 9,129.81 shares in a 401(k) stock fund. The filing notes these estate-planning transfers were permitted under existing lock-up agreements related to recent Whirlpool equity offerings.
Whirlpool director Greg Creed reported an open-market purchase of 3,305 shares of Whirlpool common stock on March 3, 2026 at a weighted average price of $60.16 per share. The shares were bought through a trust for him and his spouse, raising its indirect holdings to 6,080 shares, under lock-up agreements that permit market purchases during the lock-up period.
Appaloosa-affiliated funds have disclosed a significant but reduced stake in Whirlpool Corp through a Schedule 13D filing. As of the filing date, Azteca Partners and Palomino Master together held 3,190,207 shares of Whirlpool common stock, representing approximately 4.9% of outstanding shares, at a total cost of about $265,050,729.00. This is down from 3,735,655 shares, or about 5.8%, held as of the earlier event date.
The filing describes a letter dated February 25, 2025 from Appaloosa LP to Whirlpool’s board expressing dissatisfaction with a recently announced equity issuance, the company’s failure to capitalize on U.S. tariffs, and concerns about management entrenchment. The reporting group, led by David A. Tepper, states it acquired the position for investment purposes, may continue discussing these issues with management and the board, and may increase or decrease its stake over time. As of the filing date, the group reports that it no longer beneficially owns more than 5% of Whirlpool’s common stock.
Whirlpool EVP & Chief Financial Officer Roxanne Warner reported several equity compensation transactions on common and derivative securities. Restricted stock units vested and were converted into common shares, increasing her direct holdings to 9,945.076 shares, with additional deferred stock and indirect holdings in a 401(k) stock fund.
Some of the newly delivered common shares were automatically withheld at a price of $69.13 per share to cover tax obligations, classified as tax-withholding dispositions rather than open-market sales. Warner also exchanged 100 common shares for an equal number of deferred stock units under Whirlpool’s executive deferred savings plan.
Whirlpool Corporation vice president and controller Todd N. Tomczak exercised restricted stock units into common shares and had a portion withheld to cover taxes. On March 1, 2026, 435 restricted stock units vested and converted one-for-one into Whirlpool common stock. To satisfy tax obligations, 148.518 shares were automatically withheld at $69.13 per share. After these transactions, Tomczak directly owned 1,588.681 shares and indirectly held 340.623 shares through a 401(k) stock fund. The vested awards relate to grants made in 2023, 2024 and 2025 under Whirlpool’s Omnibus Stock and Incentive Plan, with remaining units scheduled to vest in installments on March 1, 2027 and March 1, 2028.
Whirlpool executive Martin L. Carey reported equity award activity involving restricted stock units and common shares. On March 1, 2026, 1,805 restricted stock units granted on February 17, 2025 vested and were converted one-for-one into 1,805 shares of Whirlpool common stock in a transaction exempt under Rule 16b-3.
To cover associated tax obligations, 554.102 common shares were disposed of at $69.13 per share by delivering shares rather than cash. After these transactions, Carey directly held 26,992.901 common shares and indirectly held 608.838 shares through a 401(k) Stock Fund. The remaining restricted stock units from the 2025 grant are scheduled to vest in substantially equal installments and convert to shares on March 1, 2027 and March 1, 2028.
Whirlpool executive Juan Carlos Puente reported equity award activity. On March 1, 2026, 1,033 restricted stock units vested and were converted one-for-one into common shares at no cost. To cover tax obligations, 339.134 common shares were disposed of at $69.13 per share. After these transactions, Puente directly held 27,006.076 shares of common stock and 2,064 restricted stock units, which include shares accumulated through the dividend reinvestment plan. The remaining restricted stock units from this award are scheduled to vest in substantially equal installments on March 1, 2027 and March 1, 2028.
Whirlpool Corporation executive Kyle Peter De Jong reported a mix of equity award vesting and related tax share withholdings. On March 1, 2026, restricted stock units vested and were converted into Whirlpool common stock through several derivative exercises coded "M," at a stated price of $0.0000 per share.
Multiple "F" coded transactions show small blocks of common stock, such as 66.1060 and 147.1260 shares at $69.13, withheld to cover tax obligations. Footnotes explain these units came from grants made in 2023, 2024, and 2025, with remaining restricted stock units scheduled to vest in installments on March 1, 2027 and March 1, 2028.