UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of Principal Executive Offices) |
(Zip Code) |
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously disclosed, the Board of Directors (the “Board”) of The Sherwin-Williams Company (“Sherwin-Williams”) has approved and declared a three-for-one stock split in the form of a stock dividend of two additional common shares for each then-held common share to be distributed after close of trading on March 31, 2021 to shareholders of record at the close of business on March 23, 2021 (the “Stock Split”).
On March 3, 2021, in connection with the Stock Split, Sherwin-Williams, with the prior approval of the Board, filed an amendment (the “Amendment”) to its Amended and Restated Articles of Incorporation with the Secretary of State for the State of Ohio. The Amendment, which became effective upon filing: (1) proportionately increased the authorized number of common shares from 300,000,000 to 900,000,000; and (2) proportionately decreased the par value of the issued and unissued common shares from $1.00 per share to $0.33-1/3 per share.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit |
Exhibit Description | |
| 3.1 | Amendment to the Amended and Restated Articles of Incorporation of The Sherwin-Williams Company, as amended through February 18, 2015, filed with the Secretary of State for the State of Ohio on March 3, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 | ||||||
| Date: March 3, 2021 | By: | /s/ Stephen J. Perisutti | ||||
| Name: | Stephen J. Perisutti | |||||
| Title: | Vice President, Deputy General Counsel and Assistant Secretary | |||||
Exhibit 3.1
On March 3, 2021, The Sherwin-Williams Company (the “Company”), with the prior approval of its Board of Directors, filed an amendment (the “Amendment”) to its Amended and Restated Articles of Incorporation (the “Articles”) with the Secretary of State for the State of Ohio. The Amendment, which became effective upon filing, amended and restated the first sentence of Article Fourth of the Articles to read in its entirety as follows:
“The number of shares which the Company is authorized to have outstanding is 930,000,000 consisting of 30,000,000 shares of Serial Preferred Stock without par value (hereinafter called “Serial Preferred Stock”) and 900,000,000 shares of Common Stock, par value $0.33-1/3 each (hereinafter called “Common Stock”).”
Document and Entity Information |
Mar. 03, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | SHERWIN WILLIAMS CO |
| Amendment Flag | false |
| Entity Central Index Key | 0000089800 |
| Current Fiscal Year End Date | --12-31 |
| Document Type | 8-K |
| Document Period End Date | Mar. 03, 2021 |
| Entity Incorporation State Country Code | OH |
| Entity File Number | 1-04851 |
| Entity Tax Identification Number | 34-0526850 |
| Entity Address, Address Line One | 101 West Prospect Avenue |
| Entity Address, City or Town | Cleveland |
| Entity Address, State or Province | OH |
| Entity Address, Postal Zip Code | 44115 |
| City Area Code | (216) |
| Local Phone Number | 566-2000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $1.00 per share |
| Trading Symbol | SHW |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |