Whirlpool (WHR) Proxy Filing summary

Executive summary

• 2025 performance showed resilience amid a suppressed U.S. housing market, trade volatility, and weak consumer sentiment, with $200 million in cost reductions and a GAAP net earnings margin of 2.2%.

• Strategic actions included a major product refresh, $800 million in R&D and capital expenditures, and reducing the stake in Whirlpool of India to 40% to pay down debt.

• Dividend rate was adjusted to $3.60 per share to maintain investment capacity and focus on debt repayment, continuing a 70-year dividend legacy.

• Three new directors joined the board, aligning with strategic priorities and enhancing board diversity and expertise.

• Leadership changes included new executive president roles and a new CFO to support succession planning.

Voting matters and shareholder proposals

• Shareholders are to elect 12 directors, approve executive compensation on an advisory basis, and ratify Ernst & Young LLP as the independent auditor for 2026.

• Board recommends voting for all director nominees, executive compensation, and auditor ratification.

Board of directors and corporate governance

• Board consists of 12 nominees with diverse backgrounds in leadership, finance, global operations, innovation, and governance.

• All committees are composed of independent directors; annual self-evaluations and third-party assessments ensure effectiveness.

• Board leadership structure combines Chairman/CEO and an independent Presiding Director, with regular strategy and risk oversight.

• Board refreshment and diversity are prioritized, with an average director tenure of 7 years.