SHERWIN WILLIAMS CO
Shareholder Proposals
Item 5
Amend governing documents to allow holders of a combined 10% (or the lowest percentage permitted by law) of outstanding common stock to call a special shareholder meeting, permit online meetings, and prohibit minimum holding-period requirements.
This proposal requests that the company amend its governing documents to grant shareholders who together own 10% of outstanding common stock (or, alternatively, the lowest percentage allowed by law) the ability to call a special shareholder meeting. It also specifies that such meetings may be conducted online and that no discriminatory holding-period requirement be imposed to participate in calling a meeting. The proponent states the change would provide shareholders a ‘‘Plan B’’ to prompt board attention to urgent or significant issues and cites examples of similar proposals that received notable shareholder support at other companies. The proposal asks the Board to take the necessary procedural steps to implement the amendment if approved by shareholders.