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WHR > SEC Filings for WHR > Form 8-K on 17-Apr-2014All Recent SEC Filings

Show all filings for WHIRLPOOL CORP /DE/



Change in Directors or Principal Officers, Submission of Matters to a Vote of

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

At the 2014 Whirlpool Corporation (the "Corporation") annual meeting of stockholders held on April 15, 2014 (the "2014 Annual Meeting"), the stockholders approved the Whirlpool Corporation 2014 Executive Performance Excellence Plan (the "EPEP"). The terms and conditions of the EPEP and awards contemplated thereunder are described in Whirlpool's Proxy Statement dated March 3, 2014 ("Proxy Statement"), which description is incorporated by reference herein. This summary is qualified in its entirety by reference to the EPEP, filed as Exhibit 10.1 to this report.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 15, 2014, the Corporation held its 2014 Annual Meeting. 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 the Proxy Statement. The results of the stockholder vote are as follows:

a. Samuel R. Allen, Gary T. DiCamillo, Diane M. Dietz, Geraldine T. Elliott, Jeff M. Fettig, Michael F. Johnston, William T. Kerr, John D. Liu, Harish Manwani, William D. Perez, Michael A. Todman, and Michael D. White were each elected by the stockholders to a term to expire in 2015 or until their respective successors are duly elected and qualified.

   Nominees                   For            Against        Abstain       Broker Non-Votes
   Samuel R. Allen          57,522,401       1,411,447       145,477              6,159,359
   Gary T. DiCamillo        57,999,789         929,960       149,576              6,159,359
   Diane M. Dietz           57,098,296       1,836,765       144,264              6,159,359
   Geraldine T. Elliott     58,250,460         691,341       137,524              6,159,359
   Jeff M. Fettig           57,124,600       1,601,478       353,247              6,159,359
   Michael F. Johnston      56,148,616       2,771,407       159,302              6,159,359
   William T. Kerr          58,282,807         635,137       161,381              6,159,359
   John D. Liu              57,884,048       1,039,766       155,511              6,159,359
   Harish Manwani           55,877,210       3,050,031       152,084              6,159,359
   William D. Perez         58,767,572         159,666       152,087              6,159,359
   Michael A. Todman        58,641,872         293,569       143,884              6,159,359
   Michael D. White         57,482,194       1,441,362       155,769              6,159,359

b. The stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Corporation'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 56,510,131 2,116,436 452,758 6,159,359

c. The stockholders ratified the appointment of Ernst & Young LLP as the Corporation's independent registered public accounting firm for 2014.

For Against Abstain 62,922,535 2,165,613 150,536

d. The stockholders approved the Whirlpool Corporation 2014 Executive Performance Excellence Plan.

For Against Abstain Broker Non-Votes 55,699,870 3,076,459 302,996 6,159,359

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Whirlpool Corporation 2014 Executive Performance Excellence Plan

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