The Sherwin-Williams Company (SHW) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 22, 2026, with a virtual format and record date of February 25, 2026.

• Agenda includes election of 9 directors, advisory say-on-pay, auditor ratification, management and shareholder proposals on special meetings, and other business.

• 2025 net sales reached a record $23.57 billion, with net operating cash of $3.45 billion and $2.45 billion returned to shareholders via dividends and buybacks.

• Sustainability initiatives are integrated across operations, with a focus on environmental footprint, product innovation, and social responsibility.

Voting matters and shareholder proposals

• Board recommends FOR all director nominees, say-on-pay, auditor ratification, and management proposal to lower special meeting threshold to 25%.

• Board recommends AGAINST shareholder proposal to lower special meeting threshold to 10%.

• Shareholder engagement is emphasized, with regular outreach and feedback considered in governance and compensation decisions.

Board of directors and corporate governance

• Board consists of 9 members, 8 of whom are independent; all standing for re-election.

• Board committees (Audit, Compensation, Nominating) are fully independent.

• Annual board and committee self-assessments, majority voting, proxy access, and director overboarding policies in place.

• Combined Chair/CEO role, with a Lead Director providing independent oversight.