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Published: 2022-04-21 16:24:43 ET
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WHIRLPOOL CORP /DE/0000106640falseCommon stock, par value $1.00 per shareWHR00001066402022-04-212022-04-210000106640exch:XNYS2022-04-212022-04-210000106640exch:XCHI2022-04-212022-04-21


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 19, 2022
 
WHIRLPOOL CORPORATION
(Exact name of registrant as Specified in Charter)
 

Delaware1-393238-1490038
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
2000 North M-63,
Benton Harbor,
Michigan
49022-2692
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (269) 923-5000
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $1.00 per shareWHRChicago Stock ExchangeandNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 19, 2022, Whirlpool Corporation (the "Corporation") held its 2022 annual meeting of stockholders. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Corporation's proxy statement dated March 4, 2022 (the "Proxy Statement"). The results of the stockholder vote are as follows:


a.
Samuel R. Allen, Marc R. Bitzer, Greg Creed, Gary T. DiCamillo, Diane M. Dietz, Gerri T. Elliott, Jennifer A. LaClair, John D. Liu, James M. Loree, Harish Manwani, Patricia K. Poppe, Larry O. Spencer, and Michael D. White were each elected by the stockholders to a term to expire in 2023 or until their respective successors are duly elected and qualified.
 
Nominees
For
Against
Abstain
Broker Non-Votes
Samuel R. Allen
45,957,810
1,970,937
333,941
4,481,870
Marc R. Bitzer
46,044,576
1,966,131
251,981
4,481,870
Greg Creed
46,935,532
1,168,570
158,586
4,481,870
Gary T. DiCamillo
46,632,745
1,454,561
175,382
4,481,870
Diane M. Dietz
47,665,094
451,394
146,200
4,481,870
Gerri T. Elliott
47,400,960
714,038
147,690
4,481,870
Jennifer A. LaClair
47,568,366
548,179
146,143
4,481,870
John D. Liu
47,274,569
830,588
157,531
4,481,870
James M. Loree
47,565,229
536,981
160,478
4,481,870
Harish Manwani
46,855,035
1,253,839
153,814
4,481,870
Patricia K. Poppe
47,551,003
559,367
152,318
4,481,870
Larry O. Spencer
47,368,738
719,105
174,845
4,481,870
Michael D. White
45,613,629
2,488,990
160,069
4,481,870

b.
The stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Corporation’s named executive officers disclosed in the Proxy Statement, including the Compensation Discussion & Analysis, the compensation tables and related disclosure.

For
Against
Abstain
Broker Non-Votes
45,445,573
2,600,746
216,369
4,481,870
 

c.
The stockholders ratified the appointment of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for 2022.

For
Against
Abstain
50,714,400
1,881,161
148,997



Website Disclosure
We routinely post important information for investors on our website, whirlpoolcorp.com, in the "Investors" section. We also intend to update the Hot Topics Q&A portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.



SIGNATURE
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.

Date: April 21, 2022                     
                            WHIRLPOOL CORPORATION

                            By:     /s/ BRIDGET K. QUINN         
                            Name:     Bridget K. Quinn
                            Title:     Assistant General Counsel and Corporate Secretary