UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported by Whirlpool Corporation (the “Company”) in its Current Report on Form 8-K, dated January 9, 2023, João Brega will retire from his position as Executive Vice President and President, Whirlpool Latin America Region (LAR) effective March 31, 2023.
In connection with Mr. Brega’s transition from the Company, on March 24, 2023, Mr. Brega entered into a Business Confidentiality, Cooperation, Termination, Settlement and Release Agreement (the “Release Agreement”) and Agreement for the Binding Exercise of the Position of Member of the Board of Directors and Non Compete (the “Director Services Agreement”) with Whirlpool S.A., a subsidiary of the Company, and certain other affiliated parties of the Company with respect to the Release Agreement. Pursuant to the Release Agreement, Mr. Brega will receive an amount equal to BRL 934,545 (approximately US$178,115) to be paid in two semi-annual installments, the first becoming due on September 30, 2023 and the second on March 31, 2024, in addition to statutory severance amounts due to Mr. Brega under local law. The amounts payable pursuant to the Release Agreement are subject to Mr. Brega’s compliance with the Release Agreement, including cooperation and restrictive covenants relating to confidentiality, and Mr. Brega’s release of claims in favor of the Company. Pursuant to the Director Services Agreement, Mr. Brega will receive BRL 3,692,308 (approximately US$703,752), payable in two semi-annual installments on September 30, 2023 and March 31, 2024, payable as compensation for Mr. Brega’s continued service as a director of Whirlpool S.A. until March 31, 2024 as well as his agreement to comply with restrictive covenants relating to non-competition until April 1, 2024.
The above description of the Release Agreement and the Director Services Agreement is not complete and is qualified in its entirety by reference to the full text of the Release Agreement and Director Services Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Business Confidentiality, Cooperation, Termination, Settlement and Release Agreement dated March 24, 2023 between the Company and João Brega | |
| 10.2 | Agreement for the Binding Exercise of the Position of Member of the Board of Directors and Non Compete dated March 24, 2023 between Whirlpool S.A. and João Brega | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
| WHIRLPOOL CORPORATION | ||||
| /s/ Bridget K. Quinn | ||||
| By: | Bridget K. Quinn | |||
| Deputy General Counsel and Corporate Secretary | ||||
Dated: March 30, 2023