UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 19, 2011
WHIRLPOOL CORPORATION
(Exact name of registrant as Specified in Charter)
| Delaware | 1-3932 | 38-1490038 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 2000 M-63 North, Benton Harbor, Michigan | 49022-2692 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(269) 923-5000
(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 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 19, 2011, Whirlpool Corporation held its 2011 Annual Meeting of Stockholders. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in Whirlpool’s Proxy Statement filed with the Securities and Exchange Commission on February 28, 2011 (“Proxy Statement”). The results of the stockholder vote are as follows:
| a. | Messrs. Samuel R. Allen, Jeff M. Fettig, Michael F. Johnston, William T. Kerr, John D. Liu, Miles L. Marsh, William D. Perez, and Michael D. White were each elected by the stockholders to a term to expire in 2012 or until their respective successors are duly elected and qualified. |
| Nominees |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Samuel R. Allen |
59,092,306 | 718,127 | 103,276 | 5,751,161 | ||||||||||||
| Jeff M. Fettig |
57,821,645 | 1,777,602 | 314,462 | 5,751,161 | ||||||||||||
| Michael F. Johnston |
58,775,708 | 1,037,457 | 100,544 | 5,751,161 | ||||||||||||
| William T. Kerr |
58,600,289 | 1,219,303 | 94,117 | 5,751,161 | ||||||||||||
| John D. Liu |
58,976,052 | 843,575 | 94,082 | 5,751,161 | ||||||||||||
| Miles L. Marsh |
58,529,337 | 1,287,588 | 96,784 | 5,751,161 | ||||||||||||
| William D. Perez |
59,109,881 | 707,287 | 96,541 | 5,751,161 | ||||||||||||
| Michael D. White |
59,115,407 | 701,704 | 96,598 | 5,751,161 | ||||||||||||
| b. | The stockholders approved, on an advisory (non-binding) basis, the compensation paid to Whirlpool’s named executive officers disclosed in the Proxy Statement, including the Compensation Discussion & Analysis, the compensation tables and related disclosure. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 57,966,081 | 1,470,339 | 477,289 | 5,751,161 | |||||||||||
| c. | The stockholders voted, on an advisory (non-binding) basis, on the frequency of which Whirlpool should hold future advisory votes on executive compensation. |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||
| 53,792,714 | 432,167 | 5,590,147 | 98,681 | 5,751,161 | ||||||||||||||
Consistent with a majority of the votes cast with respect to this proposal and with the recommendation of Whirlpool’s Board of Directors, Whirlpool will hold a stockholder advisory vote on the compensation of Whirlpool’s named executive officers annually until the next required vote on the frequency of stockholder votes on the compensation of Whirlpool’s named executive officers as required pursuant to Section 14(A) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
| d. | The stockholders ratified the appointment of Ernst & Young LLP as Whirlpool’s independent registered public accounting firm for 2011. |
| For | Against | Abstain | ||||||||
| 64,412,270 | 1,183,776 | 68,824 | ||||||||
| e. | The stockholders voted against the advisory (non-binding) stockholder proposal to allow stockholder action by written consent. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 28,766,566 | 31,030,205 | 116,938 | 5,751,161 | |||||||||||
| f. | The stockholders approved the advisory (non-binding) stockholder proposal to require stockholder approval of certain future severance agreements with senior executives. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 30,912,255 | 27,763,146 | 1,238,308 | 5,751,161 | |||||||||||
| Item 8.01. | Other Events. |
On April 18, 2011, Whirlpool Corporation announced an increase in its quarterly dividend from forty-three cents ($0.43) per share to fifty cents ($0.50) per share, effective for the dividend payable on June 15, 2011, to shareholders of record on May 20, 2011.
A copy of the press release announcing the increase in quarterly dividend is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release dated April 18, 2011 |
SIGNATURE
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.
| WHIRLPOOL CORPORATION | ||||||||
| Date: April 22, 2011 | By: | /s/ ROBERT J. LAFOREST | ||||||
| Name: | Robert J. LaForest | |||||||
| Title: | Corporate Secretary | |||||||