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 vote, auditor ratification, management and shareholder proposals on special meeting thresholds, 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.

• Board recommends voting FOR all management proposals and AGAINST the shareholder proposal to lower the special meeting threshold to 10%.

Voting matters and shareholder proposals

• Proposals: election of 9 directors, advisory approval of executive compensation, ratification of Ernst & Young LLP as auditor, management proposal to amend special meeting threshold to 25%, and a shareholder proposal to lower it to 10%.

• Board recommends FOR all management proposals and AGAINST the shareholder proposal.

• Board argues a 25% threshold balances shareholder rights and company interests, while a 10% threshold is too low and could allow a small group to call meetings for special interests.

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, director overboarding policy, and significant stock ownership guidelines in place.

• Proxy access allows 3% shareholders (for 3 years) to nominate up to 20% of the board.

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