UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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  13, 2019

 

 

The Sherwin-Williams Company

(Exact Name of Registrant as Specified in Charter)

 

 

 

Ohio   1-04851   34-0526850

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

101 West Prospect Avenue

Cleveland, Ohio

  44115

(Address of Principal

Executive Offices)

  (Zip Code)

(216) 566-2000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

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))

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

Appointment of David B. Sewell as President and Chief Operating Officer

The Sherwin-Williams Company (“Sherwin-Williams”) announced that on February 13, 2019 its Board of Directors (the “Board”) elected David B. Sewell to the position of President and Chief Operating Officer effective March 1, 2019. Mr. Sewell will report to John G. Morikis, who will continue as Chairman and Chief Executive Officer.

Mr. Sewell, age 50, joined Sherwin-Williams in February 2007. He has served as President, Performance Coatings Group since August 2014. Mr. Sewell served as President & General Manager, Product Finishes Division, Global Finishes Group from July 2012 to August 2014.

In connection with his promotion, Mr. Sewell’s annual base salary will be increased to $750,000. He will participate in Sherwin-Williams’ annual cash incentive compensation program with a target award opportunity of 100% of his annual base salary and a maximum award opportunity of 200% of his annual base salary. Mr. Sewell will also participate in Sherwin-Williams’ long-term equity incentive compensation program commensurate with his new position. Mr. Sewell received a grant of 3,450 performance-based restricted stock units (“RSUs”), which will vest in February 2021. The number of RSUs that will vest will range from 0% to 200% based upon Sherwin-Williams’ achievement of cumulative earnings per share and average return on net assets employed during the 2019 – 2021 performance period. Mr. Sewell will continue to participate in the other components of Sherwin-Williams’ executive compensation program, including various retirement and savings plans, health and welfare programs and other benefits, which are described in Sherwin-Williams’ 2018 Proxy Statement.

There are no family relationships between Mr. Sewell and any director or executive officer of Sherwin-Williams. There are no related party transactions involving Mr. Sewell that are reportable under Item 404(a) of Regulation S-K.

Appointment of Aaron M. Erter as President, Performance Coatings Group and Robert F. Lynch as President, Consumer Brands Group

Sherwin-Williams also announced that, effective March 1, 2019, the Board has elected Aaron M. Erter as President, Performance Coatings Group, succeeding Mr. Sewell, and Robert F. Lynch as President, Consumer Brands Group, succeeding Mr. Erter.

Mr. Erter, age 45, joined Sherwin-Williams in June 2017 in connection with the Valspar acquisition. He has served as President, Consumer Brands Group since August 2017. Mr. Erter held the position of President & General Manager, Consumer Division, Consumer Brands Group from June 2017 to August 2017. Prior to joining Sherwin-Williams, Mr. Erter served as Senior Vice President of Valspar from December 2015 to June 2017 and Vice President and General Manager, North America of Valspar from November 2011 to December 2015.

 

2

Mr. Lynch, age 58, has been employed with Sherwin-Williams since October 2000. He has served as President & General Manager, Retail – North America, Consumer Brands Group since August 2017. Mr. Lynch held the position of Senior Vice President, Sales, Automotive Finishes Division, Global Finishes Group from August 2012 to July 2017 and President and General Manager, Paint and Sundries, Diversified Brands Division, Consumer Group from November 2008 to August 2012.

A copy of Sherwin-Williams’ press release, dated February 19, 2019, announcing these leadership changes is attached hereto as Exhibit 99 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits .

 

  (d)

Exhibits.

The following Exhibit is filed with this Report:

 

Exhibit No.

  

Exhibit Description

99    Press Release of The Sherwin-Williams Company, dated February 19, 2019.

 

3

SIGNATURES

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.

 

    THE SHERWIN-WILLIAMS COMPANY
February 19, 2019     By:   /s/ Mary L. Garceau
      Mary L. Garceau
     

Senior Vice President, General Counsel

and Secretary

 

4

EXHIBIT 99

 

LOGO

NEWS:

 

 

The Sherwin-Williams Company    •    101 West Prospect Avenue    •    Cleveland, Ohio 44115    •    (216) 566-2140

Sherwin-Williams Announces Leadership Changes

Effective March 2019

CLEVELAND, OHIO, February 19, 2019 – The Sherwin-Williams Company (NYSE: SHW) announced today that its Board of Directors has elected David B. Sewell to serve as President and Chief Operating Officer effective March 1, 2019. Mr. Sewell, 50, has served as Sherwin-Williams’ President, Performance Coatings Group since August 2014. Mr. Sewell will report to John G. Morikis, who will continue as Chairman and Chief Executive Officer.

Mr. Sewell has held numerous key leadership positions since joining Sherwin-Williams in February 2007. Prior to his appointment as President, Performance Coatings Group, he served as President & General Manager, Product Finishes Division, Global Finishes Group from July 2012 to August 2014. Mr. Sewell joined Sherwin-Williams after spending 15 successful years at General Electric Company in roles of increasing global leadership responsibilities, including most recently as General Manager – Engineering Styrenics, GE Plastics. Mr. Sewell received a B.A. in Economics from the University of Southern California.

In his new role, Mr. Sewell will be responsible for all of Sherwin-Williams’ operating segments, which includes The Americas Group, the Performance Coatings Group and the Consumer Brands Group. Commenting on Mr. Sewell’s appointment, Mr. Morikis said, “We are very pleased our Board has elected David as President and Chief Operating Officer. David has served as an important member of our senior leadership team for many years and is ideally suited to lead our global operations based on his deep industry knowledge and commitment to operational excellence and delivering value to our customers. David’s leadership capabilities and long record of consistently delivering strong results will help Sherwin-Williams continue focusing on our long-term objectives with the goal of creating exceptional value for all of our stakeholders.”

Sherwin-Williams also announced today that the Board has elected Aaron M. Erter as President, Performance Coatings Group, succeeding Mr. Sewell, and Robert F. Lynch as President, Consumer Brands Group, succeeding Mr. Erter. Both positions are also effective March 1, 2019.

Mr. Erter, age 45, joined Sherwin-Williams in June 2017 in connection with the Valspar acquisition. He has served as President, Consumer Brands Group since August 2017. Mr. Erter held the position of President & General Manager, Consumer Division, Consumer Brands Group from June 2017 to August 2017. Prior to joining Sherwin-Williams, Mr. Erter served as Senior Vice President of Valspar from December 2015 to June 2017 and Vice President and General Manager, North America of Valspar from November 2011 to December 2015. Mr. Erter received a B.S. in Economics from The Wharton School of the University of Pennsylvania and an M.B.A. from the University of Notre Dame.

 

1

Mr. Lynch, age 58, has been employed with Sherwin-Williams since October 2000. He has served as President & General Manager, Retail – North America, Consumer Brands Group since August 2017. Mr. Lynch held the position of Senior Vice President, Sales, Automotive Finishes Division, Global Finishes Group from August 2012 to July 2017 and President and General Manager, Paint and Sundries, Diversified Brands Division, Consumer Group from November 2008 to August 2012. Mr. Lynch received a B.A. in Communications from Fordham University.

“Aaron has been an excellent addition to our senior leadership team since joining Sherwin-Williams in connection with the Valspar acquisition, and Rob’s long tenure with the Company and proven leadership within the Consumer Brands Group will continue to serve the Company and our shareholders well,” said Mr. Morikis. “I am confident Aaron and Rob will provide their respective Groups with the direction and strategic leadership necessary to continue our strong focus on accelerating our global growth, meeting the needs of our customers, and developing and retaining our talent.”

“We are fortunate to have such strong, highly skilled and effective leaders in David, Aaron and Rob to manage our increasingly global portfolio of businesses. These promotions will allow John to increase our focus on the long-term strategic direction of Sherwin-Williams,” said John M. Stropki, Lead Director of the Sherwin-Williams Board. “These promotions are also a reflection of our ongoing and thoughtful commitment to management development and succession planning.”

About Sherwin-Williams

Founded in 1866, The Sherwin-Williams Company is a global leader in the manufacture, development, distribution, and sale of paints, coatings and related products to professional, industrial, commercial, and retail customers. Sherwin-Williams manufactures products under well-known brands such as Sherwin-Williams ® , Valspar ® , HGTV HOME ® by Sherwin-Williams, Dutch Boy ® , Krylon ® , Minwax ® , Thompson’s ® Water Seal ® , Cabot ® and many more. With global headquarters in Cleveland, Ohio, Sherwin-Williams ® branded products are sold exclusively through a chain of more than 4,900 company-operated stores and facilities, while the company’s other brands are sold through leading mass merchandisers, home centers, independent paint dealers, hardware stores, automotive retailers, and industrial distributors. The Sherwin-Williams Performance Coatings Group supplies a broad range of highly-engineered solutions for the construction, industrial, packaging and transportation markets in more than 120 countries around the world. Sherwin-Williams shares are traded on the New York Stock Exchange (symbol: SHW). For more information, visit www.sherwin.com .

 

Investor Relations Contact:    Media Contact:
Bob Wells    Mike Conway
Senior Vice President, Corporate Communications    Director, Corporate Communications
& Public Affairs    Sherwin-Williams
Sherwin-Williams    Direct: 216.515.4393
Direct: 216.566.2244    Pager: 216.422.3751
rjwells@sherwin.com    mike.conway@sherwin.com

 

2