WHIRLPOOL CORPORATION (NYSE:WHR) Files 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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WHIRLPOOL CORPORATION (NYSE:WHR) Files 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 April17, 2018, Whirlpool Corporation (the "Corporation") held its 2018 annual meeting of stockholders (the “2018 Annual Meeting”). At the 2018 Annual Meeting, the stockholders approved the Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan (the “2018 Plan”). The terms and conditions of the 2018 Plan and awards contemplated thereunder are described in the Corporation’s Proxy Statement, dated March2, 2018 (the "Proxy Statement"), which description is incorporated by reference herein.

The purpose of the 2018 Plan is to foster and promote the long-term financial success of the Corporation and increase stockholder value by: (i) strengthening the Corporation's capability to develop, maintain, and direct an outstanding management team; (ii) motivating superior performance by means of long-term performance-based incentives; (iii) encouraging and providing a means for obtaining an ownership interest in the Corporation; (iv) attracting and retaining outstanding talent by providing incentive compensation opportunities competitive with other major companies; and (v) enabling award recipients to participate in the long-term growth and financial success of the Corporation. The Human Resources Committee of the Board of Directors will administer the 2018 Plan and will designate the eligible award recipients under the 2018 Plan.

Under the 2018 Plan, the Corporation may grant stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other share-based awards, performance awards or any other right, interest or option relating to shares of the Corporation or other property (including cash) granted to the provisions of the 2018 Plan. Subject to the terms and conditions of the 2018 Plan, the number of shares authorized for grants under the 2018 Plan is 6,900,000, reduced by one share for every one share subject to stock options or stock appreciation rights granted under the 2018 Plan and by 2.5 shares for every one share subject to awards other than stock options or stock appreciation rights granted under the 2018 Plan.

This summary is qualified in its entirety by reference to the 2018 Plan, filed as Exhibit 10.1 attached hereto and incorporated by reference herein.

Item 5.02. Submission of Matters to a Vote of Security Holders.

On April17, 2018, the Corporation held its 2018 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. The results of the stockholder vote are as follows:

a.

Samuel R. Allen, Marc R. Bitzer, Greg Creed, Gary T. DiCamillo, Diane M. Dietz, Gerri T. Elliott, Jeff M. Fettig, Michael F. Johnston, John D. Liu, James M. Loree, Harish Manwani, William D. Perez, Larry O. Spencer, and Michael D. White were each elected by the stockholders to a term to expire in 2019 or until their respective successors are duly elected and qualified.

Nominees

For

Against

Abstain

Broker Non-Votes

Samuel R. Allen

55,081,860

1,052,400

516,248

6,571,599

Marc R. Bitzer

56,347,717

219,471

83,320

6,571,599

Greg Creed

55,750,511

799,532

100,465

6,571,599

Gary T. DiCamillo

54,879,314

1,671,911

99,283

6,571,599

Diane M. Dietz

55,588,445

973,954

88,109

6,571,599

Gerri T. Elliott

55,391,561

1,163,829

95,118

6,571,599

Jeff M. Fettig

55,660,369

903,112

87,027

6,571,599

Michael F. Johnston

54,810,318

1,743,328

96,862

6,571,599

John D. Liu

55,868,104

689,681

92,723

6,571,599

James M. Loree

56,129,553

424,865

96,090

6,571,599

Harish Manwani

52,747,009

3,803,472

100,027

6,571,599

William D. Perez

55,793,594

756,077

100,837

6,571,599

Larry O. Spencer

56,301,840

255,491

93,177

6,571,599

Michael D. White

54,786,801

1,765,135

98,572

6,571,599

b.

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

52,190,524

4,212,997

246,987

6,571,599

c.

The stockholders ratified the appointment of Ernst& Young LLP as the Corporation’s independent registered public accounting firm for 2018.

For

Against

Abstain

60,513,423

2,559,705

148,979

d.

The stockholders approved the Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan.

For

Against

Abstain

Broker Non-Votes

51,775,820

4,552,707

321,981

6,571,599

Item 5.02. Other Events.

On April 16, 2018, Whirlpool Corporation (the "Company") issued a press release announcing that the Company's Board of Directors approved an increase in the Company’s quarterly dividend from $1.10 per share to $1.15 per share, effective for the dividend payable June 15, 2018, to stockholders of record at the close of business on May 18, 2018.

Item 5.02. Financial Statements and Exhibits.

(d): The following exhibits are being filed herewith:


WHIRLPOOL CORP /DE/ Exhibit
EX-10.1 2 exb101-41820188xk.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1WHIRLPOOL CORPORATION2018 OMNIBUS STOCK AND INCENTIVE PLANWhirlpool Corporation (the “Company”),…
To view the full exhibit click here

About WHIRLPOOL CORPORATION (NYSE:WHR)

Whirlpool Corporation is a manufacturer and marketer of home appliances. The Company manufactures products in approximately 15 countries and markets products around the world under brand names, such as Whirlpool, KitchenAid, Maytag, Consul, Brastemp, Amana, Bauknecht, Jenn-Air and Indesit. The Company’s segments include North America, Latin America, EMEA (Europe, Middle East and Africa) and Asia. The Company manufactures and markets a line of home appliances and related products. Its principal products are laundry appliances, refrigerators and freezers, cooking appliances, dishwashers, mixers and other portable household appliances. It also produces hermetic compressors for refrigeration systems. In the United States, it market and distribute products primarily under the Whirlpool, Maytag, KitchenAid, Jenn-Air, Amana, Roper, Admiral, Affresh and Gladiator brand names primarily to retailers, distributors and builders.