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
(Registrants 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 Whirlpools 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 Whirlpools 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 Whirlpools Board of Directors, Whirlpool will hold a stockholder advisory vote on the compensation of Whirlpools named executive officers annually until the next required vote on the frequency of stockholder votes on the compensation of Whirlpools 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 Whirlpools 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 |
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 companys 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 worlds 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 Corporations 100th Anniversary
Founded on November 11, 1911, Whirlpool Corporations 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 Whirlpools 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) Whirlpools 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 Whirlpools 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) Whirlpools 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 Corporations 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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