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 18, 2017
WHIRLPOOL CORPORATION
(Exact name of registrant as Specified in Charter)
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| Delaware | | 1-3932 | | 38-1490038 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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2000 North M-63, Benton Harbor, Michigan | | | | 49022-2692 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code (269) 923-5000
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: |
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| ¨ | Written communications pursuant to Rule 425 under the Securities At (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 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 5.07. Submission of Matters to a Vote of Security Holders.
On April 18, 2017, Whirlpool Corporation (the "Corporation") held its 2017 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 the Corporation's proxy statement dated March 2, 2017 (the “Proxy Statement”). The results of the stockholder vote are as follows:
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| | a. | Samuel R. Allen, Marc R. Bitzer, Greg Creed, Gary T. DiCamillo, Diane M. Dietz, Gerri T. Elliott, Jeff M. Fettig, Michael F. Johnston, John D. Liu, Harish Manwani, William D. Perez, Larry O. Spencer, and Michael D. White were each elected by the stockholders to a term to expire in 2018 or until their respective successors are duly elected and qualified. |
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| Nominees | | For | | Against | | Abstain | | Broker Non-Votes |
| Samuel R. Allen | | 59,518,714 | | 314,894 | | 120,234 | | 6,728,632 |
| Marc R. Bitzer | | 59,194,787 | | 662,712 | | 96,343 | | 6,728,632 |
| Greg Creed | | 59,544,465 | | 282,776 | | 126,601 | | 6,728,632 |
| Gary T. DiCamillo | | 58,392,608 | | 1,437,024 | | 124,210 | | 6,728,632 |
| Diane M. Dietz | | 59,310,645 | | 519,310 | | 123,887 | | 6,728,632 |
| Gerri T. Elliott | | 59,190,637 | | 641,996 | | 121,209 | | 6,728,632 |
| Jeff M. Fettig | | 58,437,611 | | 1,296,641 | | 219,590 | | 6,728,632 |
| Michael F. Johnston | | 58,390,881 | | 1,433,422 | | 129,539 | | 6,728,632 |
| John D. Liu | | 58,981,552 | | 854,931 | | 117,359 | | 6,728,632 |
| Harish Manwani | | 56,559,610 | | 3,262,836 | | 131,396 | | 6,728,632 |
| William D. Perez | | 59,660,788 | | 174,506 | | 118,548 | | 6,728,632 |
| Larry O. Spencer | | 59,562,646 | | 267,105 | | 124,091 | | 6,728,632 |
| Michael D. White | | 59,033,229 | | 786,788 | | 133,825 | | 6,728,632 |
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| | b. | The stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Corporation’s named executive officers disclosed in the Proxy Statement, including the Compensation Discussion & Analysis, the compensation tables, and related disclosure. |
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| For | | Against | | Abstain | | Broker Non-Votes |
| 56,864,980 | | 2,776,331 | | 312,531 | | 6,728,632 |
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| c. | The stockholders voted, on an advisory (non-binding) basis, on the frequency with which the Corporation should hold future advisory votes on executive compensation. Consistent with a majority of the votes cast with respect to this proposal and with the recommendation of the Corporation's Board of Directors, the Corporation will hold a stockholder advisory vote on the compensation of the Corporation's named executive officers annually until the next required vote on the frequency of stockholder votes on the compensation of the Corporation'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. |
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| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
| 52,796,833 | | 555,824 | | 6,446,290 | | 154,895 | | 6,728,632 |
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| d. | The stockholders ratified the appointment of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for 2017. |
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| For | | Against | | Abstain |
| 63,926,596 | | 2,569,356 | | 186,522 |
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.
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| | | WHIRLPOOL CORPORATION |
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| Date: April 20, 2017 | | By: | | /s/ BRIDGET K. QUINN |
| | | Name: | Bridget K. Quinn |
| | | Title: | Corporate Secretary and Group Counsel |
