1 unchanged sentence
Trading Arrangements
−Removed: During the quarter ended June 30, 2023, none of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
−Removed: Amended and Restated Regulations
−Removed: On July 19, 2023, the Company’s Board of Directors (the Board) approved the amendment and restatement of the Company’s Regulations, effective as of such date (the Amended and Restated Regulations).
−Removed: Among other updates, the Amended and Restated Regulations include certain changes to the procedures by which shareholders may recommend nominees to the Board, including to:
−Removed: • address matters relating to Rule 14a-19 (the Universal Proxy Rule) under the Exchange Act, including (i) requiring that any shareholder submitting a nomination notice make a representation as to whether such shareholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with the Universal Proxy Rule, and if so, agree in writing that such shareholder will comply with the requirements of the Universal Proxy Rule;
−Removed: (ii) providing the Company a remedy if a shareholder fails to satisfy the Universal Proxy Rule requirements;
−Removed: (iii) requiring that a shareholder inform the Company if such shareholder no longer plans to solicit proxies in accordance with the Universal Proxy Rule;
−Removed: and (iv) requiring shareholders intending to use the Universal Proxy Rule to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rule at least five business days before the meeting upon request by the Company;
−Removed: • revise and enhance the procedures and disclosure requirements set forth in the advance notice bylaw provisions for director nominations made by shareholders, including (i) requiring additional information, representations, disclosures, and supplements regarding proposing shareholders, proposed nominees, and other persons related to, and acting in concert with, a shareholder and the shareholder’s solicitation of proxies;
−Removed: (ii) requiring a proposing shareholder to continue holding the Company’s shares on the record date and at the time of the shareholder meeting, in addition to at the time of giving notice of the proposal;
−Removed: (iii) clarifying that shareholders are not entitled to make additional or substitute nominations after the submission deadline and may only nominate a number of candidates to the Board that does not exceed the number of directors to be elected at such meeting;
−Removed: (iv) requiring that if requested by the Secretary of the Company, the Board or any committee of the Board, proposed nominees make themselves available for interviews by the Board and any committee of the Board within five business days following the date of such request;
−Removed: (v) clarifying the authority of the Secretary of the Company, the Board, or any committee of the Board to request additional information or written verification to demonstrate the accuracy of previously-provided information with respect to proposing shareholders and proposed nominees;
−Removed: (vi) clarifying that a shareholder’s notice must include explicit cross-references (where relevant) and requiring that responses be explicitly set forth in the notice and not incorporated by reference;
−Removed: (vii) clarifying that a shareholder’s notice must provide all information required by the Amended and Restated Regulations;
−Removed: and (viii) clarifying that nominations may not be brought before a shareholder meeting if the notice contains untrue, incorrect, or incomplete information, or is not updated as relevant, and requiring a representation that information is true, accurate, and complete;
−Removed: • clarify that a shareholder’s notice for nominations to be brought before an annual meeting must be delivered to or mailed and received at the principal executive offices of the Company not fewer than 60 nor more than 90 calendar days prior to the anniversary date of the immediately preceding annual meeting.
−Removed: 3.1 Regulations of the Company (As Amended and Restated July 19, 2023) , filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated July 18, 2023, and incorporated herein by reference.
−Removed: 4.1 Amendment No.
−Removed: 19 to the Credit Agreement, dated as of May 1, 2023, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 1, 2023, and incorporated herein by reference.
+Added: During the quarter ended September 30, 2023, none of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
31(a) Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
8 unchanged sentences
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: 104 The cover page from this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, formatted in Inline XBRL and contained in Exhibit 101.
+Added: 104 The cover page from this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, formatted in Inline XBRL and contained in Exhibit 101.
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 thereunto duly authorized.
THE SHERWIN-WILLIAMS COMPANY
−Removed: July 25, 2023 By:
+Added: October 24, 2023 By:
Senior Vice President -
Enterprise Finance
−Removed: July 25, 2023 By:
+Added: October 24, 2023 By:
Senior Vice President - Finance
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.