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

On April 18, 2023, Whirlpool Corporation (the "Corporation") held its 2023 annual meeting of stockholders (the "2023 Annual Meeting"). At the 2023 Annual Meeting, the stockholders approved the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan (the "2023 Plan"). The terms and conditions of the 2023 Plan and awards contemplated thereunder are described in the Corporation's Proxy Statement, dated March 8, 2023 (the "Proxy Statement"), which description is incorporated by reference herein.

The purpose of the 2023 Plan is to foster and promote the long-term financial success of the Corporation and increase stockholder value by: (i) strengthening the Corporation's capability to develop, maintain, and direct an outstanding management team; (ii) motivating superior performance by means of long-term performance-based incentives; (iii) encouraging and providing a means for obtaining an ownership interest in the Corporation; (iv) attracting and retaining outstanding talent by providing incentive compensation opportunities competitive with other major companies; and (v) enabling award recipients to participate in the long-term growth and financial success of the Corporation.

Under the 2023 Plan, the Corporation may grant stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other share-based awards, performance awards or any other right, interest or option relating to shares of the Corporation or other property (including cash) granted pursuant to the provisions of the 2023 Plan. Subject to the terms and conditions of the 2023 Plan, the number of shares authorized for grants under the 2023 Plan is 4,650,000, reduced by one share for every one share subject to stock options or stock appreciation rights granted under the 2023 Plan and by 2.5 shares for every one share subject to awards other than stock options or stock appreciation rights granted under the 2023 Plan.

This summary is qualified in its entirety by reference to the 2023 Plan, filed as Exhibit 10.1 attached hereto and incorporated by reference herein.

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

On April 18, 2023, the Corporation held its 2023 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 Corporation's Proxy Statement. The results of the stockholder vote are as follows:

a.Samuel R. Allen, Marc R. Bitzer, Greg Creed, Diane M. Dietz, Gerri T. Elliott, Jennifer A. LaClair, John D. Liu, James M. Loree, Harish Manwani, Patricia K. Poppe, Larry O. Spencer, and Michael D. White were each elected by the stockholders to a term to expire in 2024 or until their respective successors are duly elected and qualified.

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Nominees                      For            Against        Abstain        Broker Non-Votes
Samuel R. Allen            35,569,625       6,306,059       89,550            4,884,101
Marc R. Bitzer             39,054,231       2,751,938       159,065           4,884,101
Greg Creed                 40,722,274       1,145,789       97,171            4,884,101
Diane M. Dietz             41,007,376        870,095        87,763            4,884,101
Gerri T. Elliott           41,132,615        741,073        91,546            4,884,101
Jennifer A. LaClair        40,135,631       1,738,987       90,616            4,884,101
John D. Liu                40,441,865       1,416,857       106,512           4,884,101
James M. Loree             41,108,197        760,826        96,211            4,884,101
Harish Manwani             39,203,480       2,654,072       107,682           4,884,101
Patricia K. Poppe          40,108,907       1,751.823       104,504           4,884,101
Larry O. Spencer           40,089,330       1,770,820       105,084           4,884,101
Michael D. White           38,438,980       3,412,020       114,234           4,884,101

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
  38,945,450       2,857,114       162,670           4,884,101

c. The stockholders voted, on an advisory (non-binding) basis, on the frequency with which the Corporation should hold future advisory votes on executive compensation. Consistent with a majority of the votes cast with respect to this proposal and with the recommendation of the Corporation's Board of Directors, the Corporation will hold a stockholder advisory vote on the compensation of the Corporation's named executive officers annually until the next required vote on the frequency of stockholder votes on the compensation of the Corporation's named executive

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officers as required pursuant to Section 14(A) of the Securities and Exchange act of 1934, as amended, and the rules and regulations promulgated thereunder.


   1 Year         2 Years        3 Years        Abstain        Broker Non-Votes
 39,862,645       164,412       1,847,777       90,400            4,884,101

d. The stockholders ratified the appointment of Ernst & Young LLP as the Corporation's independent registered public accounting firm for 2023.



     For            Against        Abstain
  45,153,189       1,587,022       109,124



e. The stockholders approved the Whirlpool Corporation 2023 Omnibus Stock and
Incentive Plan.

     For            Against        Abstain        Broker Non-Votes
  38,475,821       3,301,778       187,635           4,884,101

Item 9.01. Financial Statements and Exhibits.



(d): The following exhibits are being filed herewith:
Exhibit No.       Exhibit
10.1                Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan

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