The Sherwin-Williams Company (SHW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 16, 2025, to be held virtually; record date is February 19, 2025.

• Key agenda items include election of 9 directors, advisory say-on-pay vote, approval of a new equity and incentive compensation plan, auditor ratification, amendments to eliminate supermajority voting, and a shareholder lobbying report proposal.

• 2024 financial performance set records in net sales ($23.1B), net income ($2.68B), and EPS ($10.55); 14th consecutive year of sales growth.

• $2.46B returned to shareholders in 2024 via dividends and share repurchases; 46th consecutive year of dividend increases.

• Sustainability initiatives advanced, including emissions reduction and alignment with TCFD, SASB, GRI, and CDP standards.

Voting matters and shareholder proposals

• Board recommends FOR all management proposals (director elections, say-on-pay, equity plan, auditor ratification, charter amendments) and AGAINST the shareholder lobbying report proposal.

• Shareholder proposal requests annual lobbying report; Board opposes, citing existing disclosures and oversight.

Board of directors and corporate governance

• Board to be reduced from 11 to 9 members post-meeting; 8 incumbents and 1 new nominee (Robert J. Gamgort).

• 8 of 9 nominees are independent; Chair/CEO roles recombined under Heidi G. Petz as of January 1, 2025.

• Board committees (Audit, Compensation, Nominating) are fully independent; robust governance practices include annual elections, majority voting, proxy access, and mandatory retirement age.

• Annual board and committee self-assessments, director overboarding policy, and significant stock ownership guidelines in place.