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): October 10, 2023

The Sherwin-Williams Company

(Exact Name of Registrant as Specified in its Charter)

Ohio	1-04851	34-0526850
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
101 West Prospect Avenue<br> <br>Cleveland, Ohio	44115
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(Address of Principal<br> <br>Executive Offices)	(Zip Code)

(216) 566-2000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br> <br>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 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 10, 2023, John G. Morikis, Chairman and Chief Executive Officer of The Sherwin-Williams Company (“Sherwin-Williams”), notified Sherwin-Williams that he has decided to retire from his position as Chief Executive Officer, effective as of the close of business on December 31, 2023. Mr. Morikis will continue to serve as Executive Chairman of Sherwin-Williams following such date. Also on October 10, 2023, the Board of Directors (the “Board”) of Sherwin-Williams elected Heidi G. Petz, age 48, to serve as Chief Executive Officer of Sherwin-Williams, effective January 1, 2024. Ms. Petz, who has served as President and Chief Operating Officer of Sherwin-Williams since March 2022, will continue to serve as President of Sherwin-Williams following such date. In addition, the Board increased its size from ten to eleven members and elected Ms. Petz to fill the resulting vacancy, effective October 10, 2023.

Ms. Petz joined Sherwin-Williams in June 2017 in connection with the Valspar acquisition. Prior to serving as President and Chief Operating Officer of Sherwin-Williams, Ms. Petz served as President, The Americas Group from March 2021 to March 2022, Senior Vice President, Marketing, The Americas Group from November 2020 to March 2021 and President, Consumer Brands Group from September 2020 to November 2020. Also within the Consumer Brands Group, Ms. Petz served as President & General Manager, Retail North America from March 2019 to September 2020 and Senior Vice President, Marketing from June 2017 to March 2019. Prior to joining Sherwin-Williams, Ms. Petz served as Vice President of Marketing, Consumer Business at Valspar for four years. Prior to joining Valspar, she spent 15 successful years in marketing, sales and finance leadership roles at Newell Rubbermaid, Target Corporation and PricewaterhouseCoopers. Ms. Petz has also served on the Board of Directors of Ulta Beauty, Inc. (NYSE: ULTA) since December 2022.

Effective January 1, 2024, Ms. Petz will receive an annual base salary of $1,300,000 in connection with her election as President and Chief Executive Officer. Ms. Petz will participate in Sherwin-Williams’ annual cash incentive compensation program with a target award level equal to 160% of her annual base salary and a maximum award level equal to 320% of her annual base salary. Ms. Petz will also receive a grant of 44,100 stock options that will vest ratably over three years from the grant date and have a ten-year term. Ms. Petz will continue to participate in the other components of Sherwin-Williams’ executive compensation program, including various retirement and savings plans, health and welfare programs and other benefits, which are described in Sherwin-Williams’ 2023 Proxy Statement.

Mr. Morikis’ annual base salary and annual cash incentive compensation opportunity will not change as a result of his new position as Executive Chairman. Mr. Morikis will continue to participate in the other components of Sherwin-Williams’ executive compensation program, including various retirement and savings plans, health and welfare programs and other benefits, which are described in Sherwin-Williams’ 2023 Proxy Statement.

As Sherwin-Williams employees, neither Ms. Petz nor Mr. Morikis will serve on any Board committees or receive any fees or other compensation for their service on the Board. There are no family relationships, as defined in Item 401 of Regulation S-K, between Ms. Petz and any of Sherwin-Williams directors or executive officers or persons nominated or chosen to become a director or executive officer. There was no arrangement or understanding between Ms. Petz and any other persons pursuant to which Ms. Petz was selected as a director or officer, and Ms. Petz does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

A copy of Sherwin-Williams’ press release, dated October 11, 2023, announcing the Board and management changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit<br>No.	Exhibit Description
99.1	Press Release of The Sherwin-Williams Company, dated October 11, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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
Date: October 11, 2023	By:	/s/ Stephen J. Perisutti
	Name:	Stephen J. Perisutti
	Title:	Vice President, Deputy General Counsel and Assistant Secretary

EX-99.1

Exhibit 99.1

	NEWS
The Sherwin-Williams Company	•   101 W. Prospect Avenue	•   Cleveland, Ohio 44115	•   (216) 566-2000

Sherwin-Williams Board of Directors Elects Heidi Petz CEO

Effective January 1, 2024

CEO selection is result of well-developed process ensuring a seamless transition

focused on strength, momentum and growth

CLEVELAND, October 11, 2023 – The Sherwin-Williams Company (NYSE: SHW) announced today that its Board of Directors has elected Heidi G. Petz to serve as the Company’s next Chief Executive Officer (CEO), effective January 1, 2024. Ms. Petz, 48, who has served as President and Chief Operating Officer of Sherwin-Williams for the last two years, will assume the CEO duties currently held by Chairman and CEO John G. Morikis. Ms. Petz will continue to serve as President. After serving as CEO since 2016, Mr. Morikis will continue to serve as Executive Chairman. In addition, the Board increased its size from 10 to 11 members and elected Ms. Petz to fill the resulting vacancy, effective October 10, 2023.

“Today’s announcement follows a comprehensive process and multi-year organizational succession plan to identify the best candidate to lead the Company,” said Mr. Morikis. “Heidi has been an invaluable member of my leadership team, demonstrating a record of driving growth and operational excellence that has generated increased value for our customers, shareholders and employees. With this transition, Heidi becomes only the tenth CEO in the 157-year history of the Company. Supported by a deep and experienced senior leadership team, she is the right leader to accelerate achievement of the Company’s growth and profitability goals.”

Prior to serving as the Company’s President and Chief Operating Officer, Ms. Petz served as President of The Americas Group and previous to that role, served as President of the Consumer Brands Group, successfully leading both of these global businesses through some of the most challenging periods in the Company’s history. Ms. Petz joined the Company in June 2017 in connection with the Valspar acquisition. Prior to joining Valspar in 2013, she held various leadership positions with Target Corporation, Newell Rubbermaid and PriceWaterhouseCoopers.

“The selection of Heidi as CEO is the result of a well-developed and thoughtful process to ensure a seamless leadership transition that focuses on strength, momentum and growth,” commented Jeff M. Fettig, Sherwin-Williams Lead Director. “We are pleased John has agreed to remain in his role as Executive Chairman, continuing an incredible career that began 39 years ago as a member of one of the first Sherwin-Williams management trainee classes, progressing through numerous roles of increasing responsibility, and ultimately ascending to CEO. On behalf of the entire Board, we thank John for his extraordinary leadership, commitment and dedication to Sherwin-Williams, as well as his many accomplishments and business decisions that drove the Company’s strong performance and unprecedented growth during his tenure as CEO.”

Ms. Petz succeeds Mr. Morikis surrounded by a highly experienced group of leaders, which remains intact and averages 27 years of Sherwin-Williams experience. Allen J. Mistysyn will continue as Senior Vice President – Finance and Chief Financial Officer, and Justin T. Binns, Karl J. Jorgenrud and Todd D. Rea will continue as leaders of the Company’s reportable segments. Colin M. Davie will lead the global supply chain organization, inclusive of global manufacturing operations, which will continue to be led by Joseph F. Sladek. Mr. Binns and Mr. Jorgenrud will assume additional enterprise-wide responsibilities, including greater engagement with the global supply chain organization to accelerate customer solutions and drive productivity.

Ms. Petz serves on the Board of Directors of Ulta Beauty, Inc. (NYSE: ULTA). She also serves on the Board of the University Hospitals Health System in Cleveland, Ohio and is a member of the Harvard Joint Center for Housing Studies Policy Advisory Board. She holds a bachelor’s degree in business and leadership from the University of Richmond, and an MBA from Loyola University Maryland.

The Company will conduct a conference call to discuss this announcement at 10:00 a.m. EDT on Wednesday, October 11, 2023. The conference call will be webcast simultaneously in the listen only mode by Issuer Direct. To listen to the webcast on the Sherwin-Williams website, click on https://investors.sherwin-williams.com/events-and-presentations/default.aspx, then click on the webcast icon following the reference to the Leadership Webcast. The webcast will also be available at Issuer Direct’s Investor Calendar website, www.investorcalendar.com. An archived replay of the webcast will be available at this link https://investors.sherwin-williams.com/events-and-presentations/default.aspx beginning approximately two hours after the call ends.

ABOUT THE SHERWIN-WILLIAMS COMPANY

Founded in 1866, The Sherwin-Williams Company is a global leader in the manufacture, development, distribution, and sale of paint, coatings and related products to professional, industrial, commercial, and retail customers. The Company manufactures products under well-known brands such as Sherwin-Williams^®^, Valspar^®^, HGTV HOME^®^ by Sherwin-Williams, Dutch Boy^®^, Krylon^®^, Minwax^®^, Thompson’s^®^ WaterSeal^®^, Cabot^®^ and many more. With global headquarters in Cleveland, Ohio, Sherwin-Williams^®^ branded products are sold exclusively through a chain of more than 5,000 Company-operated stores and branches, while the Company’s other brands are sold through leading mass merchandisers, home centers, independent paint dealers, hardware stores, automotive retailers, and industrial distributors. The Sherwin-Williams Performance Coatings Group supplies a broad range of highly-engineered solutions for the construction, industrial, packaging and transportation markets in more than 120 countries around the world. Sherwin-Williams shares are traded on the New York Stock Exchange (symbol: SHW). For more information, visit www.sherwin.com.

Investor Relations Contacts:

Jim Jaye

Senior Vice President, Investor Relations & Corporate Communications

Sherwin-Williams

Direct: 216.515.8682

investor.relations@sherwin.com

Eric Swanson

Vice President, Investor Relations

Sherwin-Williams

Direct: 216.566.2766

investor.relations@sherwin.com

Media Contact:

Julie Young

Vice President, Global Corporate Communications

Sherwin-Williams

Direct: 216.515.8849

corporatemedia@sherwin.com

John G. Morikis	Heidi G. Petz

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