What are the key changes in executive compensation reported in this filing?

The filing reports increases in base salaries for named executive officers, the approval of 2004 annual bonuses, and the establishment of 2005 incentive bonus targets and maximums. Additionally, restricted stock grants were awarded to executives, with vesting tied to company performance.

How is executive compensation performance-based in 2005?

For 2005, executive compensation includes incentive cash bonuses and restricted stock grants. The cash bonuses are tied to achieving specific performance goals (minimum, target, and maximum levels), while the restricted stock vesting depends on the company meeting specified performance metrics related to return on equity and EBITDA over a four-year period.

When will more detailed compensation information be available?

The Sherwin-Williams Company expects to provide additional, more comprehensive information regarding the compensation paid to its named executive officers for the 2004 fiscal year in its proxy statement, which is anticipated to be filed with the SEC in March 2005.

What happens to the restricted stock grants in case of a change of control?

In the event of a change of control of Sherwin-Williams, any outstanding restricted stock grants will no longer be subject to forfeiture, vesting requirements, or other restrictions, meaning they would fully vest.

SHW 8-K: Material Agreements

Summary

This 8-K filing from The Sherwin-Williams Company, dated February 7, 2005, details executive compensation decisions made by the Compensation Committee on February 2, 2005. The report outlines increases in base salaries for named executive officers effective upon their 2005 annual reviews, along with the approval of annual cash bonus awards earned in 2004 and paid in 2005. It also establishes minimum, target, and maximum cash bonus award levels for 2005, with amendments to the Management Compensation Program increasing target and maximum awards for certain executives. Furthermore, the filing announces the grant of restricted stock to named executive officers under the 2003 Stock Plan, with vesting contingent upon the company's achievement of specified performance goals over a four-year period. The details of these grants, including vesting schedules and provisions for change of control and termination events, are provided. Investors should note that the proxy statement expected in March 2005 will contain more comprehensive compensation details for the 2004 fiscal year.

Key Highlights

1Executive base salaries for 2005 were increased, with specific figures provided for the CEO, COO, CFO, President of Paint Stores Group, and General Counsel.
2Annual cash bonus awards for 2004 performance were approved and will be paid in 2005, with amounts detailed for named executive officers.
3New minimum, target, and maximum cash bonus award percentages for 2005 were set under the Management Incentive Plan, with some executives seeing increased target and maximum opportunities.
4Restricted stock grants were awarded to named executive officers under the 2003 Stock Plan, vesting over four years and contingent on company performance metrics (return on equity and EBITDA).
5Vesting of restricted stock is subject to specific performance goals and includes provisions for change of control, death, disability, retirement, and termination of employment.
6The filing incorporates by reference key compensation documents, including the form of restricted stock grant, stock option grant, and the amended Management Compensation Program.

SHERWIN WILLIAMS CO 8-K Report, Material Agreement (Feb 7, 2005)

Summary

Key Highlights

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