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.
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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.
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Nominees
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For
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Against
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Abstain
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Broker Non-Votes
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Samuel R. Allen
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55,081,860
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1,052,400
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516,248
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6,571,599
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Marc R. Bitzer
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56,347,717
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219,471
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83,320
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6,571,599
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Greg Creed
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55,750,511
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799,532
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100,465
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6,571,599
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Gary T. DiCamillo
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54,879,314
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1,671,911
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99,283
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6,571,599
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Diane M. Dietz
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55,588,445
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973,954
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88,109
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6,571,599
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Gerri T. Elliott
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55,391,561
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1,163,829
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95,118
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6,571,599
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Jeff M. Fettig
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55,660,369
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903,112
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87,027
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6,571,599
|
Michael F. Johnston
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54,810,318
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1,743,328
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96,862
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6,571,599
|
John D. Liu
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55,868,104
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689,681
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92,723
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6,571,599
|
James M. Loree
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56,129,553
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424,865
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96,090
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6,571,599
|
Harish Manwani
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52,747,009
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3,803,472
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100,027
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6,571,599
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William D. Perez
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55,793,594
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756,077
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100,837
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6,571,599
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Larry O. Spencer
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56,301,840
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255,491
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93,177
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6,571,599
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Michael D. White
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54,786,801
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1,765,135
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98,572
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6,571,599
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b.
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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.
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For
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Against
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Abstain
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Broker Non-Votes
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52,190,524
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4,212,997
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246,987
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6,571,599
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c.
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The stockholders ratified the appointment of Ernst& Young LLP as the Corporation’s independent registered public accounting firm for 2018.
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For
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Against
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Abstain
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60,513,423
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2,559,705
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148,979
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d.
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The stockholders approved the Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan.
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For
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Against
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Abstain
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Broker Non-Votes
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51,775,820
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4,552,707
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321,981
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6,571,599
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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/ ExhibitEX-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.