Sherwin Williams Co

1. 1

   Election of 9 Directors

   ManagementBoard: FOR

   Election of nine director nominees to serve until the next annual meeting.

2. 2

   Advisory Approval of the Compensation of the Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy.

   More detail

   This management 'say-on-pay' proposal asks shareholders to approve, on a non-binding basis, the overall compensation of Sherwin-Williams’ named executive officers as detailed in the proxy, including the Compensation Discussion and Analysis and related tables. Management seeks shareholder affirmation of its compensation design linking pay to performance via a mix of base salary, annual cash incentives tied to financial targets (e.g., Adjusted EPS, net sales, and adjusted free cash flow), and long-term equity incentives (PRSUs and stock options) with performance metrics (Adjusted EPS and Adjusted RONAE). The Board recommends a FOR vote, citing rigorous governance practices (independent Compensation Committee, independent consultant, clawback policy, stock ownership guidelines, double-trigger change-in-control provisions), strong pay-for-performance alignment (historic say-on-pay support and realizable pay alignment analysis), and specific design features intended to mitigate excess risk. While advisory, the vote provides feedback to the Compensation Committee and could prompt changes in compensation design if shareholder opposition is significant.

3. 3

   Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as Sherwin-Williams’ independent registered public accounting firm for 2026.

4. 4

   Advisory Approval of Management Proposal to Amend Shareholders’ Ability to Call a Special Meeting to a 25% Ownership Threshold

   ManagementBoard: FOR

   Non-binding advisory vote to approve amending Company Regulations to lower the ownership threshold to call a special meeting from 50% to 25%.

   More detail

   This management proposal asks shareholders, on a non-binding advisory basis, to approve amending the Company’s Regulations to reduce the shareholder-initiated special meeting ownership threshold from 50% to 25%. Management frames the change as a balancing measure: it broadens shareholder rights to call special meetings to a meaningful minority (25%) while maintaining protections against frequent or opportunistic special meetings by activists or small groups that could be disruptive. The Board’s recommendation for a FOR vote highlights benchmarking showing 25% is the most common threshold among comparable S&P 500 and peer companies, alignment with major institutional investor policies, and the company’s robust shareholder engagement practices. The proposal is advisory; actual implementation would require subsequent amendments to the Regulations if supported. The Board notes a shareholder proponent seeks a 10% threshold (Proposal 5) but opposes that lower threshold as too permissive. In evaluating the proposal, shareholders should weigh the trade-off between enabling shareholder initiative and protecting against potentially abuse-prone special meeting use, plus consider the company’s current governance responsiveness and engagement processes.

5. 5

   Shareholder Proposal Regarding Shareholder Ability to Call a Special Meeting

   Shareholder — John CheveddenBoard: AGAINST

   Shareholder-proposed non-binding resolution requesting amendment of governing documents to permit shareholders owning 10% (or the lowest percentage under state law) to call a special meeting.

   More detail

   The shareholder proposal (proponent John Chevedden) seeks to lower the shareholder-initiated special meeting threshold to 10% (or the lowest percentage allowed under state law), arguing this enhances shareholder rights, provides a check on board complacency, and that online meetings reduce logistical burdens. The proponent’s argument references precedent votes at other companies receiving significant support. Management and the Board oppose the measure, recommending against it and instead proposing management’s advisory Proposal 4 to reduce the threshold to 25%. The Board’s case cites risks at a 10% threshold—namely that a small number of shareholders could call disruptive special meetings—benchmarks 25% as the market standard and aligned with major institutional investors’ policies, and points to the company’s extensive shareholder engagement and other governance features. The company also highlights that adopting 25% would require subsequent regulatory amendments and is advisory only; shareholders should weigh the trade-off between increased shareholder initiative and the potential for opportunistic uses of special meetings.

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When is the Sherwin Williams Co 2026 annual meeting?

Sherwin Williams Co (SHW) holds its 2026 annual shareholder meeting on Wednesday, April 22, 2026.

What is the record date for the Sherwin Williams Co 2026 meeting?

The record date for the Sherwin Williams Co 2026 meeting is Wednesday, February 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sherwin Williams Co's 2026 meeting?

The board is presenting 9 director nominees at the Sherwin Williams Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sherwin Williams Co 2026 meeting?

Shareholders will vote on 5 proposals at the Sherwin Williams Co 2026 meeting, each tagged with who proposed it and the board's recommendation.