WHR 8-K
Whirlpool Corp /De/ (WHR)
8-K
2025-04-16
For: 2025-04-15
View Original
Added on
April 07, 2026
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 15, 2025
WHIRLPOOL CORPORATION
(Exact name of registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code (269 ) 923-5000
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 class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||||||||
| and | NYSE Texas | |||||||||||||||||||
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 April 15, 2025, Whirlpool Corporation (the "Corporation") held its 2025 annual meeting of stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the stockholders approved Amendment No. 2 (the “Amendment”) to the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan (the “2023 Plan”). The Amendment increases the total number of shares available for grant under the 2023 Plan by an additional 3,277,000 shares. The terms and conditions of the Amendment and the 2023 Plan and awards contemplated thereunder are described in the Corporation’s Proxy Statement, filed March 5, 2025 (the "Proxy Statement"), which description is incorporated by reference herein.
This summary is qualified in its entirety by reference to the Amendment, filed as Exhibit 10.1 attached hereto and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 15, 2025, the Corporation held its 2025 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 5, 2025 (the "Proxy Statement"). The results of the stockholder vote are as follows:
1.Samuel R. Allen, Marc R. Bitzer, Greg Creed, Diane M. Dietz, Gerri T. Elliott, Richard J. Kramer, Jennifer A. LaClair, John D. Liu, James M. Loree, Harish Manwani, John G. Morikis, and Rudy Wilson were each elected by the stockholders to a term to expire in 2026 or until their respective successors are duly elected and qualified.
Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Samuel R. Allen | 36,782,673 | 3,237,265 | 236,550 | 8,686,741 | ||||||||||||||||||||||
Marc R. Bitzer | 37,187,963 | 2,868,767 | 199,758 | 8,686,741 | ||||||||||||||||||||||
Greg Creed | 37,528,857 | 2,487,220 | 240,411 | 8,686,741 | ||||||||||||||||||||||
Diane M. Dietz | 38,280,427 | 1,741,168 | 234,893 | 8,686,741 | ||||||||||||||||||||||
Gerri T. Elliott | 38,614,418 | 1,404,550 | 237,520 | 8,686,741 | ||||||||||||||||||||||
Richard J. Kramer | 37,631,632 | 2,386,544 | 238,312 | 8,686,741 | ||||||||||||||||||||||
Jennifer A. LaClair | 37,599,581 | 2,427,872 | 229,035 | 8,686,741 | ||||||||||||||||||||||
John D. Liu | 38,560,951 | 1,453,137 | 242,400 | 8,686,741 | ||||||||||||||||||||||
James M. Loree | 39,080,882 | 919,904 | 255,702 | 8,686,741 | ||||||||||||||||||||||
Harish Manwani | 37,227,273 | 2,764,148 | 265,067 | 8,686,741 | ||||||||||||||||||||||
John G. Morikis | 39,053,555 | 941,359 | 261,574 | 8,686,741 | ||||||||||||||||||||||
Rudy Wilson | 39,123,049 | 883,466 | 249,973 | 8,686,741 | ||||||||||||||||||||||
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 | |||||||||||||||||
37,081,099 | 2,827,537 | 347,852 | 8,686,741 | |||||||||||||||||
3.The stockholders ratified the appointment of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for 2025.
For | Against | Abstain | ||||||||||||
47,615,862 | 1,074,598 | 252,769 | ||||||||||||
4.The stockholders approved Amendment No. 2 to the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
37,710,124 | 2,101,997 | 444,367 | 8,686,741 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit | ||||
Exhibit 10.1 | |||||
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 16, 2025 WHIRLPOOL CORPORATION
By: /s/ BRIDGET K. QUINN
Name: Bridget K. Quinn
Title: Deputy General Counsel & Corporate Secretary
Exhibit 10.1
Amendment No. 2 to the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan
The Whirlpool Corporation 2023 Omnibus Stock Incentive Plan (the “Plan”) is hereby amended as follows effective April 15, 2025:
1.Section 3.1(a) shall be deleted in its entirety and the following substituted therefor: | |||||
(a)Subject to adjustment as provided in Section 11.2, as of April 15, 2025, the total number of Shares available for grant under the Plan (the “Share Pool”) shall be 6,146,807 Shares, reduced by (1) one Share for every (1) one Share subject to Options or Stock Appreciation Rights granted after December 31, 2024 under the Plan and 2.5 Shares for every (1) one Share subject to Awards other than Options or Stock Appreciation Rights granted after December 31, 2024 under the Plan. The Share Pool shall be reduced by one (1) Share for every one (1) Share subject to Options or Stock Appreciation Rights granted under the Plan and by 2.5 Shares for every one (1) Share subject to Awards other than Options or Stock Appreciation Rights granted under the Plan. | ||||||||
2. Except as hereby modified, the Plan shall remain in full force and effect. | |||||