SHERWIN WILLIAMS (SHW)
Sector: Materials
2026 Annual Meeting Analysis
SHERWIN WILLIAMS · Meeting: April 22, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 9 Directors
Anderson has served since 2019, attends meetings, holds 3 outside board seats (within the 4-seat limit), and SHW's 3-year TSR of +51.2% outperforms the peer median by +13.6 percentage points, well below the 50pp trigger threshold required for a strong-positive-TSR company.
Fettig has served since 2019, serves as Lead Director, holds 1 outside board seat, meets attendance requirements, and no TSR trigger applies given SHW's strong outperformance of peer median over 3 years.
Gamgort joined the board in 2025, making him exempt from the TSR trigger under the 24-month new-director exemption, and his Keurig Dr Pepper board seat is being vacated effective March 31, 2026, resolving any overboarding concern.
Petz joined the board in 2023 (under 24 months is exempt; she joined more than 24 months ago but less than 3 years, and SHW outperforms the peer median over 3 years so no trigger fires), holds 1 outside board seat, and no other disqualifying flags are present.
Powell has served since 2021, is a sitting CEO but holds zero outside public board seats (well within the 2-seat limit for sitting CEOs), meets attendance requirements, and no TSR trigger applies.
Stewart has served since 2021, holds 1 outside board seat, is an audit committee financial expert, meets attendance requirements, and no TSR trigger applies given SHW's peer outperformance.
Thaman has served since 2017, holds 2 outside board seats (within the limit), is an audit committee financial expert, meets attendance requirements, and no TSR trigger applies.
Thornton has served since 2014, holds 1 outside board seat, meets attendance requirements, and no TSR trigger applies given SHW's strong 3-year peer outperformance of +13.6 percentage points.
Williams has served since 2023, holds 1 outside board seat, meets attendance requirements, and while he previously served on Parker-Hannifin's board (a strong peer performer), no TSR trigger fires for SHW itself given its strong positive 3-year return and peer outperformance.
All 9 director nominees receive a FOR recommendation. SHW's 3-year TSR of +51.2% outperforms the compensation peer group median by +13.6 percentage points, which is well below the 50-percentage-point underperformance threshold required to trigger a No vote for a company with strong positive absolute returns. No director is overboarded, no attendance failures are disclosed, no familial relationships with management are present, the board discloses a skills matrix, and all committee members are independent with appropriate financial expertise on the Audit Committee.
Say on Pay
✓ FORCEO
Heidi G. Petz
Total Comp
$14,914,317
Prior Support
91.12%%
CEO total compensation of approximately $14.9 million is reasonable for a large-cap industrial/consumer company of SHW's scale ($79B market cap, $23.6B in sales) and is positioned within a general range of market median per the company's own disclosure. The pay structure is heavily performance-oriented — 90% of the CEO's total direct pay is variable and at-risk, well above the 50-60% policy minimum — with long-term equity split between performance stock awards (tied to 3-year adjusted EPS and return on net assets goals) and stock options that only pay off if the stock price rises. SHW's 3-year TSR of +51.2% outperforms the peer median by +13.6 percentage points, so above-benchmark incentive pay is justified by shareholder outcomes, and the prior year's say-on-pay vote received 91.12% support indicating broad shareholder endorsement of the program.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$8,662,750
Non-Audit Fees
$1,071,000
Non-audit fees (audit-related fees of $170,000 + tax fees of $603,000 + all other fees of $298,000 = $1,071,000) represent approximately 12.4% of audit fees ($8,662,750), well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a company of SHW's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy — this is noted as a minor negative factor but does not change the recommendation. No material financial restatements are disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal Regarding Shareholder Ability to Call a Special Meeting
John Chevedden is a well-regarded individual governance activist whose proposals generally deserve serious consideration, but in this case the board has simultaneously put forward its own Proposal 4 to reduce the special meeting threshold from 50% to 25% — a substantial and meaningful improvement for shareholders that addresses the core concern. The incremental governance benefit of going further to 10% is outweighed by the legitimate risk that as few as two shareholders (given SHW's ownership concentration) could call disruptive special meetings at low cost, and the 25% threshold is the market standard among S&P 500 companies. Voting FOR the management proposal (Proposal 4) and AGAINST this shareholder proposal is the appropriate outcome: shareholders get a real, actionable governance improvement while avoiding a threshold that is below market norms and could be exploited by narrow special interests.
Overall Assessment
The 2026 Sherwin-Williams annual meeting ballot is straightforward with no significant governance concerns: the full director slate earns FOR votes given SHW's strong 3-year peer outperformance, the compensation program is well-structured with 90% at-risk pay for the CEO and strong shareholder support, and EY's non-audit fees are modest at about 12% of audit fees. The most noteworthy item is the competing special meeting proposals — shareholders should vote FOR the management proposal (Proposal 4) to lower the threshold from 50% to 25%, and AGAINST the shareholder proposal (Proposal 5) requesting a 10% threshold, as the management concession adequately addresses the governance concern.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing