8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 15, 2009

The Sherwin-Williams Company

(Exact Name of Registrant as Specified in Charter)

Ohio
(State or Other Jurisdiction
of Incorporation) 1-04851
(Commission
File Number) 34-0526850
(IRS Employer
Identification No.)

101 West Prospect Avenue
Cleveland, Ohio (Address of Principal Executive Offices)	44115 (Zip Code)

(216) 566-2000
(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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On July 15, 2009, the Board of Directors of The Sherwin-Williams Company increased the size of the Board from nine to ten members and elected John M. Stropki to fill the resulting vacancy. Mr. Stropki, 58, is Chairman, President and Chief Executive Officer of Lincoln Electric Holdings, Inc. In addition, Mr. Stropki was appointed to the Compensation and Management Development Committee of the Board. A copy of the press release of Sherwin-Williams announcing Mr. Stropki’s election is attached as Exhibit 99 and is incorporated herein by reference.

     The Board has determined that Mr. Stropki is independent under the New York Stock Exchange listing standards and Sherwin-Williams’ Director Independence Standards. There is no arrangement or understanding between Mr. Stropki and any other persons pursuant to which Mr. Stropki was selected as a director, and there are no related party transactions involving Mr. Stropki that are reportable under Item 404(a) of Regulation S-K.

     Mr. Stropki received a grant of 1,483 shares of restricted stock under The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors. The shares of restricted stock will vest in annual increments of one-third of the shares granted over a period of three years. Mr. Stropki will receive additional compensation pursuant to Sherwin-Williams’ director compensation program for nonemployee directors, which is described on pages 11 and 12 of Sherwin-Williams’ Proxy Statement for its Annual Meeting held on April 15, 2009.

     Sherwin-Williams entered into an Indemnity Agreement with Mr. Stropki in the same form that Sherwin-Williams has entered into with its other directors and officers. The Form of the Indemnity Agreement was filed as Exhibit 10(a) to Sherwin-Williams’ Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and is incorporated herein by reference. The Indemnity Agreement supplements the indemnification coverage afforded by Sherwin-Williams’ Regulations and Ohio law.

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Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

          The following exhibits are filed with this report:

Exhibit No.	Exhibit Description
10	Form of Director, Executive Officer and Corporate Officer Indemnity Agreement filed as Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference.
99	Press Release of the Company, dated July 16, 2009.

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SIGNATURES

     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.

	THE SHERWIN-WILLIAMS COMPANY
July 16, 2009	By:	/s/ L.E. Stellato
		L.E. Stellato
		Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
10	Form of Director, Executive Officer and Corporate Officer Indemnity Agreement filed as Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference.
99	Press Release of the Company, dated July 16, 2009.

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EX-99

EXHIBIT 99

NEWS:

The Sherwin-Williams Company • 101 West Prospect Avenue •
Cleveland, Ohio 44115 • (216) 566-2140

     CLEVELAND, OHIO, July 16, 2009 — The Sherwin-Williams Company (NYSE: SHW) announced that John M. Stropki was elected to the Board of Directors of Sherwin-Williams effective July 15, 2009. Mr. Stropki, 58, is Chairman, President and Chief Executive Officer of Lincoln Electric Holdings, Inc. Mr. Stropki was also appointed to the Compensation and Management Development Committee of the Board. Mr. Stropki’s election brings the number of members of the Board to ten and the number of independent directors to nine.

     “We are very pleased to welcome John to our Board of Directors,” commented Christopher M. Connor, Chairman and Chief Executive Officer of Sherwin-Williams. “John brings a wealth of manufacturing and management experience to our Board and will be a great asset to Sherwin-Williams and our shareholders for years to come.”

     Mr. Stropki started his employment at Lincoln Electric more than 35 years ago working summers at its Cleveland, Ohio factory while an engineering student at Purdue University. He held various management positions with Lincoln Electric before being named President and Chief Executive Officer in June 2004 and being elected Chairman in October 2004. He has been a Director of Lincoln Electric since 1998. Mr. Stropki holds a bachelor’s degree in industrial engineering from Purdue and an M.B.A. degree from Indiana University.

     Founded in 1866, The Sherwin-Williams Company is a global leader in the manufacture, development, distribution, and sale of coatings and related products to professional, industrial, commercial, and retail customers. The company manufactures products under well-known brands such as Sherwin-Williams^®, Dutch Boy^®, Krylon^®, Minwax^®, Thompson’s^® WaterSeal^® and many more. With global headquarters in Cleveland, Ohio, Sherwin-Williams^® branded products are sold exclusively through a chain of more than 3,000 company-operated stores and facilities, while the company’s other brands are sold through leading mass merchandisers, home centers, independent paint dealers, hardware stores, automotive retailers, and industrial distributors. The Sherwin-Williams Global Finishes Group distributes a wide range of products in more than 30 countries around the world. For more information, visit www.sherwin.com.

Contacts:

Robert Wells
Senior Vice President — Corporate Communications and Public Affairs
Sherwin-Williams
Direct: 216.566.2244
rjwells@sherwin.com

Mike Conway
Director — Corporate Communications and Investor Relations
Sherwin-Williams
Direct: 216.515.4393
Pager: 216.422.3751
mike.conway@sherwin.com