SHERWIN WILLIAMS CO

0000089800 false 0000089800 2026-04-22 2026-04-22 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): April 22, 2026 THE SHERWIN-WILLIAMS COMPANY (Exact Name of Registrant as Specified in Charter) Ohio 1-04851 34-0526850 (State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.) 1 Sherwin Way Cleveland, Ohio 44113-2206 (Address of principal executive offices) (Zip Code) ( 216 ) 566-2000 (Registrant’s telephone number, including area code) 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 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 5.07 Submission of Matters to a Vote of Security Holders. On April 22, 2026, The Sherwin-Williams Company (“Sherwin-Williams” or the “Company”) held its 2026 Annual Meeting of Shareholders (“Annual Meeting”). The Company's shareholders voted on five items at the Annual Meeting, each of which is described in more detail in Sherwin-Williams’ definitive proxy statement filed with the SEC on March 11, 2026. The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below. Proposal 1 . The shareholders elected the following nine nominees as directors of Sherwin-Williams to serve until the next annual meeting of shareholders and until their successors are elected. The voting results for the nine nominees are as follows: Name For Against Abstentions Broker Non-Votes Kerrii B. Anderson 190,489,495 10,102,358 1,043,780 18,258,805 Jeff M. Fettig 194,437,150 6,172,328 1,026,155 18,258,805 Robert J. Gamgort 197,080,433 3,108,515 1,446,685 18,258,805 Heidi G. Petz 188,244,457 12,188,989 1,202,187 18,258,805 Aaron M. Powell 198,165,093 2,500,771 969,769 18,258,805 Marta R. Stewart 191,056,280 9,404,729 1,174,624 18,258,805 Michael H. Thaman 198,877,159 1,789,227 969,247 18,258,805 Matthew Thornton III 190,478,208 10,105,169 1,052,256 18,258,805 Thomas L. Williams 197,087,679 3,552,604 995,350 18,258,805 Proposal 2 . The shareholders approved, on an advisory basis, the compensation of the named executive officers. The voting results are as follows: For Against Abstentions Broker Non-Votes 184,546,419 15,581,622 1,507,592 18,258,805 Proposal 3 . The shareholders approved the ratification of the appointment of Ernst & Young LLP as Sherwin-Williams' independent registered public accounting firm for 2026. The voting results are as follows: For Against Abstentions Broker Non-Votes 202,848,298 16,003,746 1,042,394 0 Proposal 4 . The shareholders approved, on an advisory basis, the management proposal to amend shareholders' ability to call a special meeting to a 25% ownership threshold. The voting results are as follows: For Against Abstentions Broker Non-Votes 183,413,906 17,248,045 973,682 18,258,805 Proposal 5 . The shareholders did not approve a shareholder proposal regarding shareholder ability to call a special meeting. The voting results are as follows: For Against Abstentions Broker Non-Votes 86,678,181 113,569,350 1,388,102 18,258,805 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 April 24, 2026 By: /s/ Stephen J. Perisutti Name: Stephen J. Perisutti Title: Senior Vice President - Deputy General Counsel and Assistant Secretary