Whirlpool Corporation

04/16/2025 | Press release | Distributed by Public on 04/16/2025 14:17

Proxy Results, Management Change/Compensation (Form 8-K)

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