Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 15, 2019
WHIRLPOOL CORPORATION
(Exact name of registrant as Specified in Charter)
|
| | | | |
Delaware | | 1-3932 | | 38-1490038 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | |
2000 North M-63, Benton Harbor, Michigan | | | | 49022-2692 |
(Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code (269) 923-5000
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)) |
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 16, 2019, Whirlpool Corporation (the "Corporation") held its 2019 annual meeting of stockholders. 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 dated March 1, 2019 (the "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, 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 2020 or until their respective successors are duly elected and qualified. |
| |
| |
|
| | | | | | | | | |
Nominees | | For | | Against | | Abstain | | Broker Non-Votes |
Samuel R. Allen | | 48,844,076 | | 2,130,164 | | 697,031 | | 6,624,086 |
Marc R. Bitzer | | 49,422,865 | | 2,134,234 | | 114,172 | | 6,624,086 |
Greg Creed | | 49,734,345 | | 1,220,447 | | 716,479 | | 6,624,086 |
Gary T. DiCamillo | | 49,356,668 | | 2,197,923 | | 116,680 | | 6,624,086 |
Diane M. Dietz | | 49,257,299 | | 1,705,777 | | 708,195 | | 6,624,086 |
Gerri T. Elliott | | 50,510,812 | | 1,046,733 | | 113,726 | | 6,624,086 |
Michael F. Johnston | | 48,118,352 | | 2,838,917 | | 714,002 | | 6,624,086 |
John D. Liu | | 50,444,425 | | 1,117,287 | | 109,559 | | 6,624,086 |
James M. Loree | | 50,392,351 | | 1,166,240 | | 112,680 | | 6,624,086 |
Harish Manwani | | 48,921,357 | | 2,035,476 | | 714,438 | | 6,624,086 |
William D. Perez | | 49,675,483 | | 1,284,645 | | 711,143 | | 6,624,086 |
Larry O. Spencer | | 50,634,974 | | 932,057 | | 104,240 | | 6,624,086 |
Michael D. White | | 49,380,492 | | 2,183,435 | | 107,344 | | 6,624,086 |
|
| | | | | |
| | 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 |
46,844,063 | | 4,035,006 | | 792,202 | | 6,624,086 |
|
| |
c. | The stockholders ratified the appointment of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for 2019. |
|
| | | | |
For | | Against | | Abstain |
55,284,081 | | 2,913,648 | | 97,628 |
Item 8.01. Other Events.
On April 15, 2019, the Corporation issued a press release announcing that the Corporation's Board of Directors approved an increase in the Corporation’s quarterly dividend from $1.15 per share to $1.20 per share, effective for the dividend payable June 15, 2019, to stockholders of record at the close of business on May 17, 2019.
Website Disclosure
We routinely post important information for investors on our website, whirlpoolcorp.com, in the "Investors" section. We also intend to update the Hot Topics Q&A portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.
SIGNATURE
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.
|
| | | |
Date: April 18, 2019 | | | WHIRLPOOL CORPORATION |
| | | |
| By: | | /s/ BRIDGET K. QUINN |
| Name: | | Bridget K. Quinn |
| Title: | | Assistant General Counsel and Corporate Secretary |