8-KLeadership ChangesExhibits & Filings

SHERWIN WILLIAMS CO 8-K Report, Executive Changes (Feb 16, 2012)

Filed February 16, 2012For Securities:SHW

Summary

The Sherwin-Williams Company (SHW) filed an 8-K on February 16, 2012, to report the approval of a Form of Restricted Stock Grant (Performance and Time-Based) by its Compensation and Management Development Committee. This grant is made under the company's 2006 Equity and Performance Incentive Plan, which was previously approved by shareholders. The filing primarily serves to disclose the structure of this executive compensation component.

Key Highlights

  • 1The Sherwin-Williams Company's Compensation Committee approved a new Restricted Stock Grant form on February 14, 2012.
  • 2The grants are a mix of performance-based and time-based awards.
  • 3These grants are issued under the Sherwin-Williams Company 2006 Equity and Performance Incentive Plan, as amended.
  • 4The Incentive Plan itself was previously approved by the company's shareholders.
  • 5This 8-K filing primarily details the adoption of a specific form for executive compensation awards.
  • 6The approved form of grant is filed as Exhibit 10 to this report.
  • 7The filing is dated February 16, 2012, with the earliest event reported on February 14, 2012.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose the approval of a standardized form for Restricted Stock Grants (both performance-based and time-based) by the Compensation and Management Development Committee of The Sherwin-Williams Company. This form will be used for future equity compensation awards to officers and key employees under the company's existing incentive plan.

While the 8-K does not specify individual recipients, restricted stock grants of this nature are typically awarded to executive officers and key management personnel of the company as part of their overall compensation package.

Performance-based restricted stock grants vest (become fully owned by the recipient) only if certain pre-determined company performance goals are met. Time-based restricted stock grants vest over a specified period of service, regardless of company performance, rewarding employee retention.

The actual terms and conditions for any specific grant would be detailed in individual award agreements. However, the 'Form of Restricted Stock Grant (Performance and Time-Based)' approved on February 14, 2012, is filed as Exhibit 10 to this 8-K filing, providing the standardized framework for these grants.