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Published: 2022-02-15 08:29:47 ET
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whr-20220214
WHIRLPOOL CORP /DE/0000106640falseCommon stock, par value $1.00 per shareWHR00001066402022-02-142022-02-140000106640exch:XNYS2022-02-142022-02-140000106640exch:XCHI2022-02-142022-02-14


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): February 14, 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 8.01 Other Events

On February 14, 2022, the Board of Directors (the “Board”) of Whirlpool Corporation (the “Company”) authorized the repurchase of an additional $2 billion of the Company’s common stock under the Company’s ongoing share repurchase program. Approximately $1.5 billion remained available under the program as of December 31, 2021. Under the share repurchase program, the Company may repurchase shares through open market purchases, privately-negotiated transactions, block purchases, written trading plans to repurchase shares under Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act.

The share repurchase program has no expiration date and does not obligate the Company to repurchase shares. The timing and actual number of shares repurchased will depend on a variety of factors including price, market conditions, corporate and regulatory requirements and other investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

In addition, on February 14, 2022, the Board approved a 25% increase in the quarterly dividend on the Company’s common stock to $1.75 per share from $1.40 per share.

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: February 15, 2022                    
                            WHIRLPOOL CORPORATION

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