SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 18, 2017
(Exact name of registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
2000 North M-63,
Benton Harbor, Michigan
(Address of principal executive offices)
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:
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
On December 18, 2017, the Board of Directors (the “Board”) of Whirlpool Corporation appointed James M. Loree as a Director of Whirlpool Corporation and a member of the Board’s Audit Committee and Corporate Governance and Nominating Committee.
Mr. Loree's compensation will be consistent with that of other nonemployee directors, consisting of an annual cash retainer in the amount of $130,000, and annual equity compensation, to be paid in Whirlpool common stock, in the amount of $130,000. In addition, pursuant to the terms of the nonemployee director compensation program, Mr. Loree received a grant of 1,000 shares of Whirlpool common stock under the Amended and Restated 2010 Omnibus Stock and Incentive Plan, upon his appointment to the Board.
The press release announcing the appointment of Mr. Loree is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d): The following exhibits are being filed herewith:
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.
Date: December 19, 2017
/s/ BRIDGET K. QUINN
Bridget K. Quinn
Corporate Secretary and Group Counsel
For Immediate Release
Contact: Whirlpool Corporation
Financial: Max Tunnicliff, 269/923-2641
Stanley Black & Decker, Inc. Executive Joins
Whirlpool Corporation Board of Directors
BENTON HARBOR, Mich., December 18, 2017 - Today the Whirlpool Corporation board of directors appointed James M. Loree, president and chief executive officer, Stanley Black & Decker, Inc., to the board, effective immediately. Loree will serve on the Audit Committee and the Corporate Governance and Nominating Committee.
“Jim is a proven, respected leader in the consumer products industry, and we are excited to welcome him to the Whirlpool board of directors," said
Whirlpool Corporation Chairman Jeff M. Fettig. "We believe his strong experience, particularly in financial management, strategic planning, and mergers and acquisitions, will be extremely valuable as Whirlpool continues strengthening our operations in developed and emerging markets."
Loree, 59, was named president, chief executive officer and director of Stanley Black & Decker in 2016, after serving as president and chief operating officer since 2013. Prior to that, Loree was executive vice president and chief operating officer. Loree joined The Stanley Works as vice president and chief financial officer in 1999, following 19 years with General Electric Company. He previously served as a director of Harsco Corporation. Loree graduated summa cum laude with a bachelor’s degree in Economics from Union College.
About Whirlpool Corporation
Whirlpool Corporation (NYSE: WHR) is the number one major appliance manufacturer in the world, with approximately $21 billion in annual sales, 93,000 employees and 70 manufacturing and technology research centers in 2016. The company markets Whirlpool, KitchenAid, Maytag, Consul, Brastemp, Amana, Bauknecht, Jenn-Air, Indesit and other major brand names in nearly every country throughout the world. Additional information about the company can be found at WhirlpoolCorp.com, or find us on Twitter at @WhirlpoolCorp.
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