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SHERWIN WILLIAMS CO 8-K Report, Material Agreement (Apr 19, 2006)

Filed April 19, 2006For Securities:SHW

Summary

This 8-K filing from The Sherwin-Williams Company reports on key corporate governance and compensation matters approved at the company's Annual Meeting of Shareholders on April 19, 2006. Investors should note the election of Arthur F. Anton to the Board of Directors, accompanied by a standard Indemnity Agreement. Crucially, shareholders also approved two new equity incentive plans: The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan, designed to motivate officers and employees through various equity awards, and The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors, aimed at attracting and retaining board members with equity compensation. These new plans replace previous versions and outline the framework for future equity-based compensation. The 2006 Equity and Performance Incentive Plan allows for up to 10,000,000 shares to be issued, while the Director Stock Plan allows for up to 200,000 shares. The filing also notes the retirement of director Duane E. Collins in accordance with the company's policy. These actions are primarily administrative and governance-related, reflecting ongoing efforts to align executive and director compensation with performance and shareholder value.

Key Highlights

  • 1Arthur F. Anton elected to the Board of Directors, with a related Indemnity Agreement entered into.
  • 2Shareholders approved The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan, replacing the 2003 plan.
  • 3The 2006 Equity and Performance Incentive Plan authorizes up to 10,000,000 shares for employee and officer equity compensation.
  • 4Shareholders approved The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors, replacing the 1997 plan.
  • 5The 2006 Director Stock Plan authorizes up to 200,000 shares for nonemployee director equity compensation.
  • 6Duane E. Collins retired from the Board of Directors on April 19, 2006, following the company's retirement policy.
  • 7The filing details the corporate governance changes and compensation plan updates approved by shareholders.

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