8-K

 

 

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 14, 2012

 

 

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)

 

 

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))

 

 

 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 14, 2012, the Compensation and Management Development Committee of the Board of Directors of The Sherwin-Williams Company (“Sherwin-Williams”) approved a Form of Restricted Stock Grant (Performance and Time-Based) under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 21, 2010) (the “Incentive Plan”). The Incentive Plan was approved by Sherwin-Williams’ shareholders at Sherwin-Williams’ 2010 Annual Meeting of Shareholders and is filed with the SEC. A copy of the Form of Restricted Stock Grant (Performance and Time-Based) is filed as Exhibit 10 to this Report 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

10    Form of Restricted Stock Grant (Performance and Time-Based) under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 21, 2010) (filed herewith).

 

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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 16, 2012             By:    /s/ L.E. Stellato
            L.E. Stellato
            Senior Vice President, General Counsel and Secretary

 

 

 

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EXHIBIT INDEX

 

Exhibit No.

   

Exhibit Description

10    Form of Restricted Stock Grant (Performance and Time-Based) under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 21, 2010) (filed herewith).

 

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