Form 8-K SHERWIN WILLIAMS CO For: Oct 16

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October 19, 2015 7:18 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2015

The Sherwin-Williams Company

(Exact Name of Registrant as Specified in Charter)

Ohio

1-04851

34-0526850

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

101 West Prospect Avenue

Cleveland, Ohio

44115

(Address of Principal Executive Offices)

(Zip Code)

(216) 566-2000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2015, Christopher M. Connor, Chairman and Chief Executive Officer of The Sherwin-Williams Company (“Sherwin-Williams”), notified Sherwin-Williams that he has decided to step down from his position as Chief Executive Officer effective as of the close of business on December 31, 2015. Mr. Connor will continue as Executive Chairman of Sherwin-Williams. Also on October 16, 2015, the Board of Directors (the “Board”) of Sherwin-Williams elected John G. Morikis, age 52, as Chief Executive Officer of Sherwin-Williams effective January 1, 2016. Mr. Morikis, who has served as President and Chief Operating Officer of Sherwin-Williams since October 2006, will continue to serve as President of Sherwin-Williams. In addition, the Board increased its size from eleven to twelve members and elected Mr. Morikis to fill the resulting vacancy effective October 16, 2015.

Mr. Morikis joined Sherwin-Williams in December 1984 as a management trainee in the Paint Stores Group and since then has held roles of increasing responsibility, including President, Paint Stores Group, from October 1999 to October 2006, President & General Manager, Eastern Division, Paint Stores Group from July 1998 to October 1999, Senior Vice President & Director – Marketing, Paint Stores Group from September 1997 to July 1998 and Division Vice President – Sales, Eastern Division, Paint Stores Group from April 1994 to September 1997.

Effective January 1, 2016, Mr. Morikis will receive an annual base salary of $1,100,000 in connection with his election as President and Chief Executive Officer. Mr. Morikis will participate in Sherwin-Williams’ annual cash incentive compensation program with a target award level equal to 135% of his annual base salary and a maximum award level equal to 270% of his annual base salary. Mr. Morikis also will participate in Sherwin-Williams’ long-term equity incentive compensation program commensurate with his new position. On October 16, 2015, Mr. Morikis received a grant of 44,200 stock options with an exercise price equal to the average of the highest and lowest sale prices of Sherwin-Williams common stock on such date. This stock option grant vests over three years and has a ten-year term. Mr. Morikis will continue to participate in the other components of Sherwin-Williams’ executive compensation program, including various retirement and savings plans, health and welfare programs and other benefits, which are described in Sherwin-Williams’ 2015 Proxy Statement.

Mr. Connor’s annual base salary and annual cash incentive compensation opportunity will not change as a result of his new position as Executive Chairman. Mr. Connor also will participate in Sherwin-Williams’ long-term equity incentive compensation program commensurate with his new position. Mr. Connor will continue to participate in the other components of Sherwin-Williams’ executive compensation program, including various retirement and savings plans, health and welfare programs and other benefits, which are described in Sherwin-Williams’ 2015 Proxy Statement.

As Sherwin-Williams employees, neither Mr. Morikis nor Mr. Connor will serve on any Board committees or receive any fees for their service on the Board. There was no arrangement or understanding between Mr. Morikis and any other persons pursuant to which Mr. Morikis was selected as a director or officer, and there are no related party transactions involving Mr. Morikis that are reportable under Item 404(a) of Regulation S-K.

A copy of Sherwin-Williams’ press release, dated October 19, 2015, announcing the Board and management changes is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

The following Exhibit is filed with this Report:


Exhibit No.		Exhibit Description

99		Press Release of The Sherwin-Williams Company, dated October 19, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


	THE SHERWIN-WILLIAMS COMPANY

October 19, 2015	By:	/s/ Catherine M. Kilbane
		Catherine M. Kilbane
		Senior Vice President, General Counsel and
		Secretary

EXHIBIT INDEX


Exhibit No.		Exhibit Description

99		Press Release of The Sherwin-Williams Company, dated October 19, 2015.

EXHIBIT 99

LOGO

NEWS:

The Sherwin-Williams Company • 101 West Prospect Avenue •

Cleveland, Ohio 44115 • (216) 566-2140

Sherwin-Williams Board Names John Morikis CEO

Effective January 2016

CLEVELAND, OHIO, October 19, 2015 - The Sherwin-Williams Company (NYSE: SHW) announced today that its Board of Directors has elected John G. Morikis to serve as the Company’s next Chief Executive Officer, effective January 1, 2016. Mr. Morikis, 52, who has served as Sherwin-Williams’ President and Chief Operating Officer since October 2006, will assume the CEO duties currently held by Chairman and CEO Christopher M. Connor. Mr. Connor, who has held the title of Chairman and CEO for the past 16 years, will remain at the Company in the role of Executive Chairman. Mr. Morikis was also elected to the Company’s Board of Directors effective immediately.

“This announcement today marks the successful culmination of a multi-year organizational succession plan to identify the absolute best candidate to assume leadership of the Company,” said Mr. Connor. “John has been an important member of our senior leadership team for many years and is one of the key architects of the Company’s current organizational structure and strategy. His success over the years is a direct result of focusing on customer needs, his in-depth knowledge of the coatings market and his dedication to hiring and developing terrific people. With this transition, John becomes only the ninth CEO in Sherwin-Williams’ 150 year history. He is the right leader, and he is surrounded by the right team, to take Sherwin-Williams to the next level.”

Mr. Morikis joined Sherwin-Williams in 1984 as a management trainee in the Company’s Paint Stores Group. He has held many key leadership positions during his thirty-one year career with Sherwin-Williams. During his nine-year tenure as President and COO, which included the housing recession of 2008-2009, the Company grew from $7.8 billion in revenues and earnings per share of $4.19 to more than $11 billion in revenues and earnings per share of $8.78 last year. As President of the Paint Stores segment, he led the Group through one of the most aggressive growth phases in Company history. Under his leadership, Paint Stores Group grew from approximately $3 billion in sales through 2,400 company operated paint stores to nearly $5 billion in sales through more than 3,100 stores, bolstering Sherwin-Williams’ position as the leading architectural coatings company in North America.

“Following a very diligent and thorough selection process, the Board of Directors is extremely pleased to appoint John Morikis as our next Chief Executive Officer,” said John Stropki, Sherwin-Williams’ Lead Director. “John has had a long and distinguished career with the Company, rising up through the ranks to achieve this position. We fully expect that John will bring the same energy and passion to this new role. The Board is pleased that Chris and John will continue to work together to execute the Company’s long term strategy to meet and exceed the expectations of our customers, shareholders and employees.”

Mr. Morikis serves on the board of Fortune Brands Home & Security, Inc. His professional and community board engagements include the Joint Center for Housing Studies Policy Advisory Board at Harvard University and the Board of Directors of the University Hospital Ahuja Medical Center.

Mr. Morikis holds Bachelor degrees in Business Administration and Psychology from Saint Joseph’s College in Rensselear, Indiana. In addition, he earned a Master’s degree in Business from National Louis University in Evanston, Illinois.

The Sherwin-Williams Company, founded in 1866, is one of the world’s leading companies engaged in the manufacture, distribution and sale of coatings and related products to professional, industrial, commercial and retail customers.

The Company will conduct a conference call to discuss this announcement at 11:00 a.m. EDT on Monday, October 19, 2015. The conference call will be webcast simultaneously in the listen only mode by Issuer Direct. To listen to the webcast on the Sherwin-Williams website, www.sherwin.com, click on About Us, choose Investor Relations, then select Press Releases and click on the webcast icon following the reference to the October 19th release. The webcast will also be available at Issuer Direct’s Investor Calendar website, www.investorcalendar.com.

Investor Relations Contact:

Bob Wells

Senior Vice President – Corporate Communications and Public Affairs

Sherwin-Williams

Direct: 216.566.2244

[email protected]

Media Contact:

Mike Conway

Director – Corporate Communications

Sherwin-Williams

Direct: 216.515.4393

Pager: 216.422.3751