0001193125-11-106299.txt : 20110422 0001193125-11-106299.hdr.sgml : 20110422 20110422160615 ACCESSION NUMBER: 0001193125-11-106299 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110419 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110422 DATE AS OF CHANGE: 20110422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHIRLPOOL CORP /DE/ CENTRAL INDEX KEY: 0000106640 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 381490038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03932 FILM NUMBER: 11775842 BUSINESS ADDRESS: STREET 1: WHIRLPOOL CNTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 BUSINESS PHONE: 6169235000 MAIL ADDRESS: STREET 1: WHIRLPOOL CTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 FORMER COMPANY: FORMER CONFORMED NAME: WHIRLPOOL SEEGER CORP DATE OF NAME CHANGE: 19710824 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Contact: Whirlpool Corporation

Media: 269/923-7405

Media@Whirlpool.com

Financial: Greg Fritz, 269/923-2641

Investor_Relations@Whirlpool.com

WHIRLPOOL CORPORATION INCREASES QUARTERLY DIVIDEND 16.3%

BENTON HARBOR, Mich. — April 18, 2011 — The board of directors of Whirlpool Corporation (NYSE:WHR) declared today a 16.3% increase in the quarterly dividend on the company’s common stock to 50 cents per share from 43 cents per share. The dividend is payable June 15, 2011, to stockholders of record at the close of business on May 20, 2011.

“Our strong financial position enables us to enhance our returns to shareholders through a dividend increase,” said Jeff M. Fettig, chairman and chief executive officer of Whirlpool Corporation. “This dividend increase represents our confidence that continued investments in consumer-relevant innovations to advance our global brand offerings; expansion into higher-margin, faster growing businesses; and our strong position in emerging markets will generate growth and provide long-term value for our shareholders.”

About Whirlpool Corporation

Whirlpool Corporation is the world’s leading manufacturer and marketer of major home appliances, with annual sales of more than $18 billion in 2010, 71,000 employees, and 66 manufacturing and technology research centers around the world. The company markets Whirlpool, Maytag, KitchenAid, Jenn-Air, Amana, Brastemp, Consul, Bauknecht and other major brand names to consumers in nearly every country around the world. Additional information about the company can be found at www.whirlpoolcorp.com.

About Whirlpool Corporation’s 100th Anniversary

Founded on November 11, 1911, Whirlpool Corporation’s time- and labor-saving appliance innovations have influenced home and family life during the last century. Driven by the belief that everyone needs a comfortable place to call home, Whirlpool Corporation is focused on improving lives one family, one home at a time.


Whirlpool Additional Information:

This document contains forward-looking statements about Whirlpool Corporation and its consolidated subsidiaries (“Whirlpool”) that speak only as of this date. Whirlpool disclaims any obligation to update these statements. Forward-looking statements in this document may include, but are not limited to, statements regarding expected earnings per share, cash flow, productivity and material and oil-related prices. Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool’s forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry reflecting the impact of both new and established global competitors, including Asian and European manufacturers; (2) Whirlpool’s ability to continue its relationship with significant trade customers and the ability of these trade customers to maintain or increase market share; (3) changes in economic conditions which affect demand for our products, including the strength of the building industry and the level of interest rates; (4) product liability and product recall costs; (5) litigation and legal compliance risk and costs, especially costs which may be materially different from the amount we expect to incur or have accrued for; (6) the effects and costs of governmental investigations or related actions by third parties; (7) the ability of Whirlpool to manage foreign currency fluctuations; (8) global, political and/or economic uncertainty and disruptions, especially in Whirlpool’s significant geographic regions, including uncertainty and disruptions arising from natural disasters or terrorist attacks; (9) the ability of Whirlpool to achieve its business plans, productivity improvements, cost control, leveraging of its global operating platform, and acceleration of the rate of innovation; (10) inventory and other asset risk; (11) fluctuations in the cost of key materials (including steel, oil, plastic, resins, copper and aluminum) and components and the ability of Whirlpool to offset cost increases; (12) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (13) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and post retirement benefit plans; (14) Whirlpool’s ability to obtain and protect intellectual property rights; (15) information technology system failures and data security breaches; (16) the impact of labor relations; (17) our ability to attract, develop and retain executives and other qualified employees; and (18) changes in the legal and regulatory environment including environmental and health and safety regulations. Additional information concerning these and other factors can be found in Whirlpool Corporation’s filings with the Securities and Exchange Commission, including the most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.

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