8-KLeadership ChangesExhibits & Filings

SHERWIN WILLIAMS CO 8-K Report, Executive Changes (Oct 16, 2009)

Filed October 16, 2009For Securities:SHW

Summary

The Sherwin-Williams Company (SHW) announced on October 16, 2009, a change to its Board of Directors. The board size was increased from ten to eleven members with the election of Thomas G. Kadien to fill the new vacancy. Mr. Kadien, who is the Senior Vice President of International Paper Company and President of its distribution business, xpedx, has also been appointed to the Audit Committee. This appointment is effective immediately and follows the company's determination that Mr. Kadien meets the independence standards of the NYSE and Sherwin-Williams. There are no disclosed arrangements or related party transactions with Mr. Kadien that would require further disclosure. In connection with his appointment, Mr. Kadien will receive compensation in line with the company's non-employee director program, including a grant of 1,483 restricted shares of stock that will vest over three years. He will also enter into the company's standard form of Indemnity Agreement, which is a routine measure to provide indemnification for directors and officers. This filing primarily signals a board expansion and the addition of a new independent director with relevant industry experience.

Key Highlights

  • 1Board size increased from ten to eleven members.
  • 2Thomas G. Kadien elected as a new director.
  • 3Mr. Kadien appointed to the Audit Committee.
  • 4Mr. Kadien determined to be independent under NYSE and company standards.
  • 5Mr. Kadien is Senior Vice President of International Paper Company and President of xpedx.
  • 6Mr. Kadien received 1,483 restricted shares of stock, vesting over three years.
  • 7Standard director indemnification agreement entered into with Mr. Kadien.

Frequently Asked Questions

Thomas G. Kadien is the Senior Vice President of International Paper Company and President of its distribution business, xpedx. He was elected to The Sherwin-Williams Company's Board of Directors to fill a newly created eleventh position. His appointment is intended to strengthen the board, and he has been determined to be an independent director.

Mr. Kadien's appointment to the Audit Committee is significant as it brings a new independent member to oversee financial reporting, internal controls, and the audit process. This appointment is a standard practice for newly elected independent directors, especially those with relevant business experience.

Mr. Kadien will receive compensation consistent with the company's director compensation program for non-employee directors. This includes a grant of 1,483 shares of restricted stock, which will vest over three years, and will also receive compensation as described in the company's proxy statement.

The filing explicitly states that the Board has determined Mr. Kadien is independent and there are no arrangements or understandings with other persons regarding his selection. Furthermore, there are no reportable related party transactions involving Mr. Kadien under the relevant SEC regulations.