SHERWIN WILLIAMS CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant☑

Filed by a Party other than the Registrant☐

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Notice of Annual Meeting ofShareholders & Proxy Statement

2026

Sherwin-Williams 2026 Proxy Statement

Notice of Annual

Meeting of

Shareholders

We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors of proxies to be voted during the Annual Meeting of Shareholders to be held on April 22, 2026. We began making our proxy materials available to shareholders on March 11, 2026.

Thank you for your continued support. We hope you will join us at our virtual Annual Meeting.

Mary L. Garceau Senior Vice President – Chief Legal Officer and Secretary

The Sherwin-Williams Company1 Sherwin WayCleveland, Ohio 44113March 11, 2026

Annual Meeting Information

Date: April 22, 2026

Time: 9:00 a.m. EDT

Virtual Meeting Website: www.virtualshareholdermeeting.com/SHW2026

Record Date: Close of business on February 25, 2026

Agenda

1. Election of 9 directors

2. Advisory approval of the compensation of the named executive officers

3. Ratification of the appointment of Ernst & Young LLP as our independent

registered public accounting firm

4. Advisory approval of management proposal to amend shareholders’ ability to call

a special meeting to a 25% ownership threshold

5. Shareholder proposal regarding shareholder ability to call a special meeting

6. Transaction of such other business as may properly come before the Annual

Meeting

FIND MORE DETAILS ON HOW TO VOTE ON PAGE 78

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

of Shareholders to Be Held on April 22, 2026. Our Notice of Annual Meeting, Proxy

Statement, Proxy Card, and 2025 Annual Report are available online at

www.proxyvote.com.

Sherwin-Williams 2026 Proxy Statement

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this Proxy Statement constitute “forward-looking statements”

within the meaning of federal securities laws. These forward-looking statements are based upon

management’s current expectations, predictions, estimates, assumptions and beliefs concerning

future events and conditions and may discuss, among other things, anticipated future

performance (including sales and earnings), expected growth, and future business plans. Any

statement that is not historical in nature is a forward-looking statement and may be identified by

the use of words and phrases such as “anticipate,” “aspire,” “believe,” “could,” “estimate,”

“expect,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “strive,” “target,”

“will,” or “would” or the negative thereof or comparable terminology.

Readers are cautioned not to place undue reliance on any forward-looking statements. Forward-

looking statements are necessarily subject to risks, uncertainties and other factors, many of

which are outside our control, that could cause actual results to differ materially from such

statements and from our historical results, performance and experience. These risks,

uncertainties and other factors include such things as: general business and economic

conditions in the United States and worldwide; inflation rates, interest rates, unemployment

rates, labor costs, healthcare costs, recessionary conditions, geopolitical conditions, terrorist

activity, armed conflicts and wars, public health crises, pandemics, outbreaks of disease and

supply chain disruptions; shifts in consumer behavior driven by economic downturns in cyclical

segments of the economy; shortages and increases in the cost of raw materials and energy;

catastrophic events, adverse weather conditions and natural disasters; disruptions to our

information technology systems, including due to digitization efforts or cybersecurity incidents;

our ability to attract and retain employees; the loss of any of our largest customers; increased

competition; our ability to successfully integrate past and future acquisitions into our existing

operations; risks and uncertainties associated with our expansion into and our operations in

foreign markets; policy changes affecting international trade; our ability to achieve our strategies

or expectations relating to sustainability considerations; damage to our business, reputation,

image or brands due to negative publicity; the infringement or loss of our intellectual property

rights; a weakening of global credit markets or changes to our credit ratings; our ability to

generate cash to service our indebtedness; fluctuations in foreign currency exchange rates and

changing monetary policies; our ability to comply with a variety of complex U.S. and non-U.S.

laws, rules and regulations; increases in tax rates, or changes in tax laws or regulations; our

ability to comply with numerous, complex and increasingly stringent domestic and foreign health,

safety and environmental laws, regulations and requirements; our liability related to

environmental investigation and remediation activities at some of our currently- and formerly-

owned sites; the nature, cost, quantity and outcome of pending and future litigation, including

lead pigment and lead-based paint litigation; and the other risk factors discussed in Item 1A of

our most recently filed Annual Report on Form 10-K and our other reports filed with the SEC.

Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties

and other factors that may affect future results and that the above list should not be considered a

complete list. Any forward-looking statement speaks only as of the date on which such statement

is made, and we undertake no obligation to update or revise any forward-looking statement,

whether as a result of new information, future events or otherwise, except as otherwise required

by law.

As used in this Proxy Statement, the terms “Sherwin-Williams,” the “Company,” “we,” and “our”

refer to The Sherwin-Williams Company. Any historical share, restricted stock unit, and per share

or per restricted stock unit information included in this Proxy Statement has been adjusted to

reflect our three-for-one stock split effected on March 31, 2021.

Proxy Summary

Proposals and Board Recommendations

Attending the Annual Meeting

We look forward to welcoming shareholders to the Annual Meeting of

Shareholders to be held on April 22, 2026 (the “Annual Meeting”). The

Annual Meeting will be held in a virtual format via webcast. We have

designed the virtual Annual Meeting to provide shareholders with

substantially the same opportunities to participate as if the Annual

Meeting were held in person.

If you were a Sherwin-Williams shareholder at the close of business on

the record date, February 25, 2026, you may attend and participate in

the Annual Meeting by visitingwww.virtualshareholdermeeting.com/

SHW2026 and entering the 16-digit control number included on your

Notice of Internet Availability of Proxy Materials, proxy card, or voting

instruction form. The Annual Meeting will begin promptly at 9:00 a.m.

EDT. Online check-in will begin at 8:45 a.m. EDT. Please allow ample

time for the online check-in process.

During the Annual Meeting, you may vote and submit questions by

following the instructions provided on the meeting website. Even if you

plan to attend and participate in the Annual Meeting, we encourage you

to vote your shares in advance using one of the methods described in

this Proxy Statement to confirm your vote will be represented at the

Annual Meeting.

We include additional information regarding the Annual Meeting and

voting procedures in thesection Other Matters—Questions and Answers

About the Annual Meeting.

Our

Company

Founded in 1866, Sherwin-Williams is a global leader

in the manufacture, development, distribution, and sale

of paint, coatings, and related products to professional,

industrial, commercial, and retail customers. Every day,

our 64,000+ employees provide the energy, experience,

and creativity to build on our track record of success—

enabling us to innovate and grow in new and exciting

ways and continue creating and driving value for our

stakeholders.

With our global headquarters in Cleveland, Ohio, Sherwin-Williams® branded

products are sold exclusively through a chain of more than 5,000 Company-operated

stores and branches, while our other brands are sold through leading mass

merchandisers, home centers, independent paint dealers, hardware stores,

automotive retailers, and industrial distributors. We also supply a broad range of

highly-engineered solutions for the construction, industrial, packaging, and

transportation markets in more than 120 countries around the world. Sherwin-

Williams shares are traded on the New York Stock Exchange (symbol: SHW).

For more information, please visitwww.sherwin.com.

2025 Net Sales by Segment

Success by Design

Success by Design is a proactive and disciplined approach which

starts and ends with helping our customers succeed. We start by

aligning on our desired outcomes, then develop a roadmap to get

us there and finally, execute with alignment and speed. We have a

clear and consistent strategy, and we are continuously assessing and

adapting to find areas where we can create more value and further

differentiate ourselves from competitors. Our enterprise strategic

priorities reflect our Success by Design approach, and they reinforce

each other with the common goal of driving above-market growth

and profitability.

$23.57B2025 Net Sales

64,000+Employees

5,000+Stores & Branches

120+Countries

130+Manufacturing & Distribution Facilities

Financial and

Operating Performance

Performance Results

In 2025, we delivered solid results amid another year of soft global

demand. Despite the continued difficult operating environment, we

focused on what we can control by creating opportunities, making

targeted investments, and executing on our enterprise priorities.

Our time-tested strategy remained unchanged. We provide

differentiated solutions that enable our customers to increase their

productivity and profitability. This approach drove our strong market

performance and positions us for continued success in the years

ahead. Compared to the prior year, our consolidated net sales

increased to a record$23.57 billion in 2025—marking our fifteenth

consecutive year of increased net sales. We generated net

operating cash of$3.45 billion in the year, or 14.6% of net sales.

The graphs show our Company’s performance for key financial

measures over the past three-year period.

Net Sales

(billions of dollars)

Diluted Net Income Per

Share 2

(dollars)

Net Income 1

(millions of dollars)

Net Operating Cash

(millions of dollars)

Returning Significant Value to Shareholders

In 2025, we continued enhancing shareholder value through increased dividends and share repurchases while accelerating growth investments. We

returned approximately$2.45 billion to our shareholders in the form of dividends and share repurchases. We also increased our annual dividend to

$3.16 per share, extending our string of dividend increases to 47 consecutive years. In February 2026, the Board increased the quarterly cash

dividend to$0.80 per share.

Sherwin-Williams has returned approximately$6.96

billion to shareholders over the three-year period

Total Shareholder Return, including reinvestment

ofdividends

1.2025 includes after-tax Valspar acquisition-related amortization expense of$198 million, an after-tax severance and other restructuring expenses of$84 million, and an

after-tax charge for trademark impairment of$13 million. 2024 includes after-tax Valspar acquisition-related amortization expense of$199 million. 2023 includes after-

tax Valspar acquisition-related amortization expense of$202 million, an after-tax loss related to the devaluation of the Argentine peso in December 2023 of$42 million,

an after-tax restructuring expense of$23 million, and an after-tax charge for impairment related to trademarks of$19 million.

2.2025 includes a charge of$0.78 per share for Valspar acquisition-related amortization expense,$0.34 per share for severance and other restructuring expenses and

$0.05 per sharefor trademark impairment. 2024 includes a charge of$0.78 per share for Valspar acquisition-related amortization expense. 2023 includes charges of

$0.78 per share for Valspar acquisition-related amortization expense,$0.16 per share related to the devaluation of the Argentine peso in December 2023,$0.09 per

share for restructuring expense, and$0.07 per share for impairment related to trademarks.

Sustainability

Highlights

We believe we have an opportunity and responsibility to contribute to a more sustainable

future through our ongoing initiatives with respect to environmental, health and safety,

product stewardship, sustainability, corporate social responsibility, belonging, employee

engagement, and related governance topics relevant to the Company (collectively,

“sustainability”). We also believe this sustainability focus will enable us to continue

creating and driving value for our stakeholders.

Strategy & Framework

We embrace an enterprise-wide

approach to sustainability, striving to

integrate sustainability into our worldwide

business operations and embedding it in

our product innovation and product

delivery processes. Our sustainability

strategy is supported by an integrated

framework that incorporates our priorities

and initiatives across three pillars and

focus areas.

Governance Structure

Our sustainability framework is centered

on a strong foundation of governance

and ethics, with our governance structure

designed to enable broad engagement

and appropriate oversight across the

Company. We have a council tasked

with carrying out our sustainability

strategy. The sustainability council

consists of subject matter experts in

(a) the development, implementation,

and monitoring of the Company’s key

sustainability metrics, targets, goals,

strategies, policies, and practices

and (b) the monitoring, assessing,

and addressing of trends, risks, and

opportunities with respect to sustainability

topics most significant to the Company

and its stakeholders. Our sustainability

steering committee, composed of

members of senior management and

other senior leaders, supports alignment

across the organization in overseeing

the work of the council. The full Board

and its committees receive periodic

updates from members of the steering

committee. For more information about

Board and committee oversight of

specific sustainability-related risks, see

Corporate Governance—Board and

Committee Oversight.

Environmental Footprint - Doing Our Part for the PlanetWe support responsible consumption and production and strive to reduce our environmental footprint by applying a continuous improvement approach to reducing our carbon emissions and waste, while expanding our renewable energy use and recycling methods.

Product Blueprint - Driving Sustainability Through InnovationThrough life cycle thinking and a strong commitment to product stewardship, we provide world-class products in a safe and responsible manner. Through our Sustainability by Design program, we strive to formally incorporate sustainability attributes within our product development processes.

Social Imprint - Elevating a Culture of Safety, Belonging and CommunityWe are committed to the safety of our global employee base, fostering a culture of belonging, and being active in the communities in which we live and work. Our culture and commitment to our people are important factors in driving employee engagement and attracting, retaining, developing, and progressing a pipeline of talent ready to serve our customers and the communities in which we operate.

2025 ProgressDuring 2025, we continued to progress our sustainability strategies, including on our emissions reduction and renewable electricity goals through renewable electricity agreements and certificates as well as energy efficiency projects at stores and manufacturing sites. We conducted preparations for forthcoming new disclosure and assurance requirements in multiple jurisdictions. We also continue to align our disclosures with other leading reporting standards and frameworks, including the Task Force on Climate-related Financial Disclosures (TCFD), Task Force on Nature-related Financial Disclosures (TNFD), Sustainability Accounting Standards Board (SASB), Global Reporting Initiative (GRI), and CDP (formerly Carbon Disclosure Project). We are proud of our progress and achievements and look forward to continuing to share our progress on our sustainability efforts.

Our Director Nominees

The following table provides summary information about each of our director nominees. Our Board

is currently comprised of 9 directors who are elected annually. All of our current directors are

standing for re-election at the Annual Meeting.

*On February 24, 2026, Keurig Dr Pepper Inc. announced that Mr. Gamgort resigned from his positions as Chairman of the Board and a director of

the company, effective as of March 31, 2026.

Board Composition

Our Board utilizes a thoughtful approach to board composition to

balance the addition of new directors who bring fresh perspectives

and the stability of the Board as a whole. Our director nominees

reflect the Board’s efforts in achieving a mix of background and

experience amongst its members, and the need for periodic

refreshment to maintain an appropriate balance. We detail director

nominee characteristics on an individualized basis in the section

Director Matrix and Composition.

Skills and Experience

In considering each director nominee and the composition of the

Board as a whole, the Nominating and Corporate Governance

Committee (the “Nominating Committee”) reviews a director matrix

consisting of experiences, qualifications, attributes, and skills that it

believes enable a director nominee to make significant contributions

to the Board, Sherwin-Williams, and our shareholders. The Nominating

Committee may consider additional experiences, qualifications,

attributes, and skills as it deems appropriate given the then-current

needs of the Board and Sherwin-Williams. The Nominating Committee

and our Board believe the mix of categories summarized below

contributes to a well-balanced Board and enables the Board to provide

effective oversight of our management and business. These categories

are reviewed regularly in considering each director nominee and the

composition of the full Board.

Below is the mix of skills and experience of our director nominees.

This information is provided on an individualized basis in the section

Director Matrix and Composition.

Corporate Governance

The Board and management recognize the importance of sound corporate governance practices

in fulfilling their respective duties and responsibilities. We also believe effective corporate

governance is essential for maximizing long-term value for our shareholders.

Our Board and Committees

Under our Corporate Governance Guidelines,

each director is expected to attend, absent

unusual circumstances, all meetings of the

Board and each committee on which he or

she serves. Each director is also expected to

attend, absent unusual circumstances, all

annual and special meetings of shareholders.

The table to the right summarizes meetings

held in 2025 and our Board and committee sizes

as of March 11, 2026.

Each of our directors attended at least 75% of the 2025 meetings of the Board and the

committees on which he or she served that were held during the period in which the

director served.

Sound Corporate Governance Practices

Our corporate governance practices are designed to enable the Board to set objectives, monitor performance and strengthen the accountability of

the Board and management. We actively monitor our practices to confirm we continue to manage our business in accordance with high standards of

ethics, business integrity, and corporate governance. The following table highlights some of our corporate governance practices and policies.

Executive Compensation

Our Compensation Objectives

We design and manage our Company-wide compensation programs to

align with our overall business strategy and to focus our employees on

delivering sustained financial and operating results, and creating value

for our shareholders on a consistent, long-term basis. We believe it is

important that our compensation programs: (a) be competitive; (b)

maintain a performance- and achievement-oriented culture; and (c) align

the interests of our executives with those of our shareholders.

Our Compensation Mix

A significant percentage of our executives’ compensation opportunity is

variable, at-risk, and tied to Company or business unit performance,

including stock price appreciation. For 2025,90% of total direct

compensation (i.e., base salary, target annual cash incentive

compensation, and target long-term equity incentive compensation) for

Ms. Petz, our Chief Executive Officer (“CEO”), and an average of 80%

for our other named executive officers (“NEOs”) (i.e., Messrs. Mistysyn,

Binns, and Jorgenrud and Ms. Garceau) was at-risk and tied to

performance. The percentages in the charts to the right reflect the

amounts of each of the CEO’s and the average of the other NEOs’ 2025

total direct compensation.2025 long-term equity incentive compensation

consisted of annual awards of stock options and PRSUs and was valued

using the aggregate grant date fair values of such awards.

Our Responsible Compensation Practices

Our compensation programs, practices, and policies demonstrate our commitment to responsible pay and governance principles. The following

table highlights some of the more significant best practices we have adopted, and the practices we have avoided, to maintain this commitment.

Shareholder Engagement

Our relationships with shareholders and other stakeholders are an important part of the Company’s success. Throughout the year, members of our

senior management team and other senior leaders engaged with shareholders collectively representing a majority of our outstanding shares of

common stock, as well as other stakeholders and the broader investing community.

During this engagement, our management team provided updates on a range of topics, addressed questions, and enhanced their understanding of

the perspectives of investors. The Board and management team carefully consider feedback from these meetings, as well as shareholder support for

our most recent advisory vote on executive compensation, in evaluating our business and enhancements to our corporate governance, executive

compensation, and policies, practices, and priorities.

Corporate Governance

Board Leadership Structure

Combined Chair and Chief Executive Officer Role

Our Corporate Governance Guidelines provide that the same person should hold the positions of Chair of the Board (“Chair”) and CEO, except in

unusual circumstances, such as during a period of transition in the office of the CEO. The Board believes this structure generally provides the most

efficient and effective leadership model for the Company and clear insight and direction of business strategies and plans to both the Board and

management. The Board also believes we can most effectively execute our business strategies and plans, including with regard to risk management

and oversight, if our Chair is a member of our management team, providing unified leadership and focus.

Ms. Petz currently serves as our Chair and CEO. The Board believes our leadership structure, with Ms. Petz serving in these roles, enhances the

Board’s effectiveness in fulfilling its oversight responsibilities, including with respect to the Company’s risk exposures, due to her broad experience

with and extensive knowledge of our operations and the paint and coatings industry. Ms. Petz has served as our Chair since January 1, 2025 and our

CEO since January 1, 2024.

Lead Director

Pursuant to our Corporate Governance Guidelines, if the Chair is not an independent director, the independent directors of the Board, after

considering the Nominating Committee’s recommendation, annually will elect an independent director who has served on the Board for at least one

year to serve as Lead Director. Although the Lead Director is elected annually, it is generally expected that he or she will serve for more than one

year. The Board believes a Lead Director improves the Board’s overall performance by enhancing the efficiency of the Board’s oversight and

governance responsibilities and by supporting the relationship between the Chair and CEO and the independent directors.

Role and Responsibilities. The Lead Director has a significant role with robust governance responsibilities. The Lead Director’s responsibilities are

described in our Corporate Governance Guidelines and are as follows.

•Chair meetings of the Board at which the Chair is not present.

•Chair executive sessions of the non-management directors. Meet separately with the Chair after executive sessions to review the matters

discussed during the executive sessions.

•Authority to call meetings of the independent directors.

•Review with the Chair and approve the schedule for meetings of the non-management directors and set the agenda for such meetings.

•Facilitate communications and serve as the principal liaison on Board-related issues between the Chair and the independent directors. Each

director, however, is free to communicate directly with the Chair.

•Review with the Chair and approve the schedule for meetings of the Board to help assure that there is sufficient time allocated for discussion

of all agenda items.

•Suggest to the Chair agenda items for meetings of the Board and approve the agenda, as well as the substance and timeliness of information

sent to the Board.

•Provide input on the design of the Board, including Board and committee composition, size, membership, leadership, structure, and oversight

responsibilities, as part of the Board’s and the Nominating Committee’s periodic review of such matters.

•Assist the Board in overseeing the identification, assessment, and management of the Company’s risk exposures.

•Authorize the retention of independent legal advisors, or other independent consultants and advisors, as necessary, who report directly to the

Board on Board-related issues.

•Represent the Board in communications with shareholders and other stakeholders where it is necessary and appropriate for the Board to respond

on matters independently from the Company’s management.

•If requested by major shareholders, ensure that he or she is available for consultation and direct communication.

•Act as a resource for, and counsel to, the Chair.

Current Lead Director. Jeff M. Fettig currently serves as the Company’s Lead Director and has held this position since 2023. Through his long

tenure as the former Chairman and CEO of a large public company, Mr. Fettig gained extensive public company management experience and

significant knowledge of global business operations and end markets and the manufacturing, marketing, sales, and distribution of consumer products

worldwide. Mr. Fettig also has significant experience with corporate governance matters as a current and former director, including independent lead

director and non-executive chair roles, of other public company boards. In light of this extensive experience and breadth of knowledge and his valued

contributions as a fellow director and prior Chair of the Audit Committee, the Board believes Mr. Fettig is well positioned to provide strong leadership

and oversight of ongoing Board matters, influence effective collaboration among the directors, and contribute valuable insight with respect to the

Company’s business.

Lead Director Role in Risk Oversight. With respect to the Board’s role in risk oversight, Mr. Fettig is uniquely qualified to assist the Board in

overseeing the identification, assessment, and management of the Company’s exposure to various risks as a result of his extensive public company

risk management experience and his prior role as Chair of the Audit Committee, which assists the Board in overseeing the Company’s enterprise risk

management program that includes processes used to identify, assess, and manage the Company’s most significant risks and actions taken by

management to identify, manage, and mitigate such risk exposures.

The Board believes Mr. Fettig has effectively leveraged his experience to provide leadership and help guide the Board’s independent oversight of the

Company’s risk exposures through the Lead Director role in collaborating with the Chair and approving Board meeting agendas, chairing executive

sessions of the non-management directors, facilitating communications between independent directors and the Chair, and providing input on the

design of the Board, including committee oversight responsibilities. In connection with these processes and in addition to management’s regular

reviews of significant risks with the Board and committees, the Lead Director has the responsibility to review and evaluate the Company’s processes

used to identify, assess, and manage key risks for the Board’s review and consideration, and works with the Chair to report the conclusions of the

Board on such matters to management.

Other Leadership Components

We believe our strong leadership structure, together with the Board’s full access to our management team, enables the Board to effectively carry out

its responsibility to oversee management.

All Board committees are entirely composed of independent directors and assist the Board with its oversight responsibility. In addition, the Board, the

Lead Director, and any committee may retain independent legal, financial, compensation, or other consultants and advisors to advise and assist the

Board or committee in discharging their responsibilities.

Board Meetings

2025 Board Meetings

The Board held seven meetings during 2025. Each incumbent director attended at least 75% of the 2025 meetings of the Board and the committees

on which he or she served that were held during the period in which the director served. Under our Corporate Governance Guidelines, each director

is expected to attend, absent unusual circumstances, all meetings of shareholders. All directors serving at the time of our 2025 annual meeting

attended the 2025 annual meeting.

Executive Sessions of Non-Management Directors

The independent, non-management members of the Board meet in executive session following every regularly scheduled Board meeting. Additional

executive sessions may be scheduled by the Lead Director or the non-management directors, as needed. Mr. Fettig, the Company’s Lead Director,

chairs these sessions.

Board Committees

The Board has established three committees: the Audit Committee, the Compensation and Management Development Committee

(the “Compensation Committee”), and the Nominating Committee. Each committee has adopted a written charter describing the committee’s

purpose and responsibilities. Each committee reviews and evaluates the adequacy of its charter at least annually.

Committee Membership

The following table sets forth the current membership and Chair of each committee of the Board as of March 11, 2026.

Audit Committee

The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities on matters relating to:

•the integrity of the Company’s financial statements and effectiveness of our internal control over financial reporting;

•the independence, qualifications, and performance of the independent registered public accounting firm;

•the performance of the Company’s internal audit function;

•the Company’s compliance with legal and regulatory requirements;

•the Company’s risk management and strategy relating to its cybersecurity programs, policies, and practices; and

•other matters as may from time to time be specifically delegated to the Audit Committee by the Board.

The Audit Committee metfive times during 2025 and made regular reports to the Board. Each member of the Audit Committee is independent under

applicable SEC rules, New York Stock Exchange (“NYSE”) listing standards, and our Director Independence Standards. The Board has determined

that each member of the Audit Committee is financially literate and Ms. Stewart and Messrs. Fettig, Gamgort, and Thaman are each an “audit

committee financial expert,” as such term is defined under SEC rules.

Compensation and Management Development Committee

The purpose of the Compensation Committee is to assist the Board in fulfilling its oversight responsibilities on matters relating to:

•compensation for our non-employee directors and management, which includes our executive officers and operating management;

•the Company’s management development and succession planning process;

•the Company’s key policies and strategies regarding the attraction, retention, and development of talent; and

•other matters as may from time to time be specifically delegated to the Compensation Committee by the Board.

The Compensation Committee metfive times during 2025 and made regular reports to the Board. Each member of the Compensation Committee is

independent under applicable SEC rules, NYSE listing standards, and our Director Independence Standards.

Nominating and Corporate Governance Committee

The purpose of the Nominating Committee is to assist the Board in fulfilling its oversight responsibilities on matters relating to:

•the identification of individuals qualified to become members of the Board;

•the composition of the Board and its committees;

•our Corporate Governance Guidelines and practices;

•the annual evaluation of the Board’s performance;

•the Company’s key environmental (including the impacts of climate change), product stewardship, occupational health and safety, sustainability,

and corporate social responsibility policies and strategies; and

•other matters as may from time to time be specifically delegated to the Nominating Committee by the Board.

The Nominating Committee mettwo times in 2025 and made regular reports to the Board. Each member of the Nominating Committee is

independent under NYSE listing standards and our Director Independence Standards.

Director Identification and Evaluation. The Nominating Committee seeks a group of candidates who possess the appropriate mix of experiences,

qualifications, attributes, and skills to make a significant contribution to the Board, our Company, and our shareholders. From time to time, the

Nominating Committee receives input from senior management and other members of the Board to identify and evaluate potential director

candidates. The Nominating Committee may also employ a professional search firm (for which it would be paid a fee) to assist the Nominating

Committee in identifying potential members of the Board.

The Nominating Committee does not have specific minimum qualifications that a candidate must meet to be eligible for election to the Board. Instead,

each candidate is evaluated in the context of the Board as a whole, with the objective that the Board can best perpetuate our Company’s success

and represent shareholders’ interests through the exercise of sound business judgment using the directors’ mix of experiences, qualifications,

attributes, and skills. Each candidate must have the highest personal and professional character and integrity and must have demonstrated

exceptional ability and judgment in their respective endeavors. Candidates must possess sufficient time to effectively carry out their duties

and responsibilities.

In evaluating candidates, the Nominating Committee will make a preliminary review of a prospective candidate's background, career experience, and

qualifications based on available information. If the Nominating Committee determines that a particular candidate likely would contribute positively to

the Board's mix of skills and experiences, the Nominating Committee will conduct interviews with the candidate and may invite other directors or

members of management to interview the candidate to assess the candidate's overall qualifications. The Nominating Committee will consider the

candidate in the context of the Board's then-current composition and the needs of the Board and its committees and make a recommendation to the

Board as to whether the candidate should be nominated for election. This procedure is the same for all candidates, including director candidates

identified by shareholders.

Mix of Directors and Director Nominees. In considering the composition of the Board, the Nominating Committee seeks to strike a balance

between the addition of new directors who bring fresh perspectives and the stability of the Board as a whole. To maintain a well-balanced Board, the

Nominating Committee reviews a director matrix consisting of experiences, qualifications, attributes, and skills. This matrix is set forth in the section

Director Matrix and Composition. The Nominating Committee uses the matrix when identifying, considering, and recommending director nominees,

as well as potential director candidates as part of its process of identifying individuals qualified to become Board members. The Nominating

Committee also regularly uses the matrix in reviewing the experiences, qualifications, attributes, and skills of current directors.

Consideration of Candidates Recommended by Shareholders. The Nominating Committee’s policy with respect to the consideration of director

candidates recommended by shareholders is that the Nominating Committee will consider such candidates on the same basis and in the same

manner as it considers all director candidates. Recommendations must include the information set forth in our Regulations.

Ability of Shareholders to Nominate Directors via Proxy Access. Our Regulations provide a “proxy access” right to permit any shareholder, or

group of up to 20 shareholders collectively, owning 3% or more of our outstanding shares of common stock continuously for at least three years to

nominate and include in our proxy materials director nominees for election to the Board. A shareholder or shareholders, as applicable, can nominate

up to 20% of the total number of directors on the Board, rounding down to the nearest whole number, in accordance with the requirements set forth in

our Regulations. Under our Regulations, requests to include shareholder-nominated candidates for director in our proxy materials must be received

no earlier than 150 days and no later than 120 days before the first anniversary of the date that we issued our proxy statement for the previous year’s

annual meeting of shareholders. You may find a complete description of the requirements for nominating a director utilizing proxy access in our

Regulations.

Please refer to Other Matters—Shareholder Proposals for the 2027 Annual Meeting for additional information.