The Sherwin-Williams CompanyFiles An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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The Sherwin-Williams CompanyFiles An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2017, Catherine M. Kilbane and The Sherwin-Williams Company (“Sherwin-Williams”) agreed that she would transition from her position as Senior Vice President, General Counsel and Secretary of Sherwin-Williams to the new position of Senior Vice President, Legal Integration in connection with the recently completed Valspar acquisition. This new position will be effective on August 1,2017 and will continue until November 30, 2018 (the “Term”).

In connection with her change in position, Ms. Kilbane and Sherwin-Williams entered into a retention agreement dated as of June 12, 2017 (the “Agreement”). During the Term and subject to the terms and conditions of the Agreement, Ms. Kilbane will (i) receive a base salary in the aggregate amount of $748,557, (ii) have an opportunity to earn a 2017 annual cash incentive award at a target award amount of $392,993 in accordance with the terms of the award, (iii) receive a 2018 annual cash incentive award in the amount of $327,494, (iv) continue to participate in the Sherwin-Williams’ retirement, health and welfare programs, (v) continue to vest in outstanding equity incentive awards in accordance with the terms of such awards, and (vi) receive payment for accrued, but unused vacation. The Agreement includes releases of claims, as well as confidentiality and other customary obligations.

 

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