Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Appointment of Heidi G. Petz as President and Chief Operating Officer

The Sherwin-Williams Company ("Sherwin-Williams") announced that, on February 16, 2022, its Board of Directors (the "Board") elected Heidi G. Petz to the position of President and Chief Operating Officer effective March 1, 2022. Ms. Petz will report to John G. Morikis, who will continue as Chairman and Chief Executive Officer.

Ms. Petz, age 47, has served as President, The Americas Group since March 2021. Ms. Petz served as Senior Vice President, Marketing, The Americas Group from November 2020 to March 2021 and President, Consumer Brands Group from September 2020 to November 2020. She also served as President & General Manager, Retail North America, Consumer Brands Group from March 2019 to September 2020 and Senior Vice President, Marketing, Consumer Brands Group from June 2017 to March 2019. Prior to joining Sherwin-Williams in connection with the acquisition of The Valspar Corporation ("Valspar"), Ms. Petz served as Vice President of Marketing, Consumer Business of Valspar from June 2013 to June 2017. Ms. Petz has been employed with Sherwin-Williams since June 2017.

In connection with her promotion, Ms. Petz's annual base salary will be increased to $800,000. She will participate in Sherwin-Williams' annual cash incentive compensation program with target and maximum award opportunities of 100% and 200%, respectively, of her base salary. Ms. Petz will also participate in Sherwin-Williams' long-term equity incentive compensation program commensurate with her new position. She received a grant of 4,500 performance-based restricted stock units ("PRSUs"), which will vest in February 2025. The number of PRSUs that will ultimately vest will range from 0% to 200% based upon Sherwin-Williams' performance for cumulative earnings per share and average return on net assets employed over the 2022 - 2024 performance period. Ms. Petz will continue to participate in the other components of Sherwin-Williams' executive compensation program, including various retirement and savings plans, health and welfare programs and other benefits, which are described in Sherwin-Williams' 2021 Proxy Statement.

There are no family relationships between Ms. Petz and any director or executive officer of Sherwin-Williams. There are no related party transactions involving Ms. Petz that are reportable under Item 404(a) of Regulation S-K.

Appointment of Justin T. Binns as President, The Americas Group and Karl J. Jorgenrud as President, Performance Coatings Group

Sherwin-Williams also announced that, effective March 1, 2022, the Board has elected Justin T. Binns as President, The Americas Group, succeeding Ms. Petz, and Karl J. Jorgenrud as President, Performance Coatings Group, succeeding Mr. Binns.

Mr. Binns, age 46, has served as President, Performance Coatings Group since November 2020. Mr. Binns held the positions of President & General Manager, Automotive Finishes Division, Performance Coatings Group from July 2018 to November 2020 and President & General Manager, Eastern Division, The Americas Group from October 2016 to July 2018. Mr. Binns has been employed with Sherwin-Williams since August 1997.

Mr. Jorgenrud, age 45, has served as President & General Manager, General Industrial Division, Performance Coatings Group since January 2020. Mr. Jorgenrud held the position of President & General Manager, Protective & Marine Division, Performance Coatings Group from June 2017 to December 2019. Prior to joining Sherwin-Williams in connection with the Valspar acquisition, he served as Vice President and General Manager, Global Functional Coatings of Valspar from September 2013 to June 2017. Mr. Jorgenrud has been employed with Sherwin-Williams since June 2017.

A copy of Sherwin-Williams' press release, dated February 17, 2022, announcing these leadership changes is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits.

The following Exhibits are filed with this Report:



Exhibit
  No.       Exhibit Description

 99           Press Release of The Sherwin-Williams Company, dated February 17,
            2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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