WHIRLPOOL CORP /DE/
For the period ended Apr 15, 2025. Filed Mar 5, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 15, 2025 · Filed Mar 5, 2025
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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
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☐ Preliminary Proxy Statement
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2025 Proxy Statement and
Notice of Annual Meeting
Dear Fellow Shareholder:
As we look back at 2024, we would like to again thank you for your continued support as a Whirlpool shareholder. The past year was one of the most transformative in our company’s history, with several significant milestones in our portfolio transformation journey.
We completed the Europe transaction, in which we contributed our European major domestic appliance business to Beko Europe B.V., our European major appliance venture with Arçelik A.Ş, and completed the sale of our Middle East and Africa business to Arçelik. We also sold 24% of the outstanding shares of Whirlpool of India Ltd., resulting in a 51% ownership interest. We completed our first full year of financial reporting under our new operating segment structure, which provides investors with greater insight into the performance of our global small domestic appliance business. We undertook a significant reorganization aimed at providing greater autonomy to our business units to enable speed and agility in decision-making and execution of strategic imperatives. In each of these efforts, the Board provided critical oversight and direction, leveraging their expertise in corporate strategy, business operations, risk management and finance, among other areas. We are proud to tell our corporate governance story in the following pages, which includes these highlights.
Strategic Guidance In Uncertain Times
During the year, we experienced significant macroeconomic uncertainty, particularly a weaker-than-expected U.S. housing market, stubbornly high raw material costs, and supply chain and logistics challenges driven by the volatile geopolitical environment. Despite these challenges, we delivered sequential improvements in financial results and significant advances in our digital transformation anddirect-to-consumer sales initiatives. Consistent with prior years, the Board provided strategic guidance to navigate external headwinds and deliver shareholder value.
Board Focus on Emerging Trends
In 2024, our Board continued its focus on significant emerging trends impacting our company and industry, in order to position Whirlpool to drive value from such trends while mitigating risk. The Board participated in a deep-dive session on the evolving trade and tariff landscape, and the potential implications for Whirlpool and the broader home appliance industry. The Board also reviewed cyber threat trends impacting 2025 and beyond, and the broader enterprise risk landscape, our risk mitigation actions and enhanced risk governance structure.
Sustainability and Corporate Responsibility
Our Board is responsible for overseeing the integration of environmental, social, and governance (ESG) principles throughout Whirlpool Corporation, and receives updates on our sustainability strategy and key long-term ESG initiatives every year. In 2024, the Board reviewed key regulatory developments in the global ESG landscape, including ESG disclosure regulations in Europe, California, and other jurisdictions, and reviewed a preliminary emissions assessment following significant divestiture and acquisition activities. The Board also continued to provide valuable insights on our net zero emissions goal and our human capital management strategy.
Shareholder Engagement
Whirlpool values the feedback of our shareholders and seeks opportunities to engage on company performance, strategy, and governance, among other topics. In February 2024, we hosted an Investor Day at the New York Stock Exchange where we discussed our strategy to unlock value from our refocused portfolio and organic value creation from our North America major appliances business and our global small domestic appliance business. We continue to engage with shareholders on important issues such as strategy and results, including our strategic portfolio transformation, ESG, executive compensation, and board diversity, and we share their feedback with our Board.
It is our pleasure to invite you to attend the 2025 Whirlpool Corporation annual meeting of stockholders to be held on Tuesday, April 15, 2025, at 8:00 a.m., Central Time, at 331 North LaSalle, Chicago, Illinois. At the meeting, shareholders will vote on the matters set forth in the formal notice of the meeting that follows on the next page. In addition, we will discuss our 2024 performance and our outlook for this year, and we will answer your questions. We have included with this booklet an annual report containing important financial and other information about Whirlpool. Your vote is important and much appreciated!
| MARC R. BITZER Chairman of the Board and Chief Executive Officer | SAMUEL R. ALLEN Presiding Director |
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March 5, 2025
Notice Of 2025 Annual Meeting Of Stockholders
The 2025 annual meeting of stockholders of WHIRLPOOL CORPORATION will be held on Tuesday, April 15, 2025, at 8:00 a.m., Central Time, at 331 North LaSalle, Chicago, Illinois, for the following purposes:
| 1. | To elect 12 persons to the Whirlpool Corporation Board of Directors (the “Board”); |
| 2. | To approve, on an advisory basis, Whirlpool Corporation’s executive compensation; |
| 3. | To ratify the appointment of Ernst & Young LLP as Whirlpool Corporation’s independent registered public accounting firm for fiscal 2025; |
| 4. | To approve Amendment No. 2 to the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan; and |
| 5. | To transact such other business as may properly come before the meeting. |
A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relevant to the meeting for at least ten days prior to April 15, 2025. Please email corporate_secretary@whirlpool.com if you wish to examine the stockholder list prior to the annual meeting. Our top priority is to protect the health and well-being of our stockholders, employees, and the general public. In the event we determine it is necessary or appropriate to hold the meeting by remote communication, we will announce this decision in advance, and details will be posted on the Investor Relations section of our company website and filed with the Securities and Exchange Commission (the “SEC”).
By Order of the Board of Directors,
BRIDGET K. QUINN
Deputy General Counsel and Corporate Secretary
March 5, 2025
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be Held on April 15, 2025
This Proxy Statement and Annual Report are Available at:
https://investors.whirlpoolcorp.com/financial-information/annual-reports-and-proxy-statements/
PROXY SUMMARY
Proxy Summary
This summary highlights information contained elsewhere in the proxy statement. This summary provides an overview and is not intended to contain all the information that you should consider before voting. We encourage you to read the entire proxy statement for more detailed information on each topic prior to casting your vote.
GENERAL INFORMATION
u Meeting: Annual Meeting of Stockholders u Date: Tuesday, April 15, 2025 u Time: 8:00 a.m., Central Time u Location: 331 North LaSalle, Chicago, Illinois u Record Date: February 14, 2025 u Stock Symbol: WHR u Exchanges: NYSE & NYSE Chicago u Common Stock Outstanding as of the Record Date: 55,383,933 shares u Registrar & Transfer Agent: Computershare Trust Company, N.A. u Corporate Website: www.whirlpoolcorp.com
2024 COMPANY PERFORMANCE HIGHLIGHTS *
The Company completed the Europe transaction in 2024, representing a key milestone in our ongoing portfolio transformation to a higher-growth, higher-margin business. We continued to execute our strategic and operational priorities delivering approximately $300 million of cost take out and executing decisive pricing actions. We continued to face a challenging macroeconomic environment in the U.S. with high mortgage rates dampening the housing market for the third consecutive year, which negatively impacted discretionary demand. Despite these challenges, we executed our capital allocation priorities launching 100+ new products, returning approximately $400 million to shareholders in the form of dividends, and paying down $500 million of debt, reinforcing our commitment to debt reduction.
| Earnings (loss) per share of ($5.95) (GAAP) and $12.21 (Ongoing/Non-GAAP) | $384 Million Dividends paid (69th consecutive year of dividends) $500 Million of Term Loan Repayment | Europe Transaction Closed April 1, 2024 |
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| * | See page 27 for details of the Company’s results for the 2024 fiscal year. Please also see Annex B for a reconciliation of non-GAAP financial measures. |
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The proxy statement and annual report are available atwww.proxyvote.com
| Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | ç | i |
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PROXY SUMMARY
OVERVIEW OF VOTING MATTERS
| Boardrecommendation | |
| Item 1: Election of Directors (page: 1) You are being asked to vote on the election of 12 Directors. The Corporate Governance and Nominating Committee believes that these nominees possess the experience and qualifications to exercise sound oversight of management. Directors are elected by majority vote for a term of one year. | FOR each nominee |
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| Item 2: Advisory Vote to Approve Whirlpool Corporation’s Executive Compensation (page: 70) You are being asked to approve, on an advisory basis, the compensation of Whirlpool Corporation’s Named Executive Officers for 2024. | FOR |
| Item 3: Ratification of the Appointment of Ernst & Young LLP as Whirlpool Corporation’s Independent Registered Public Accounting Firm for Fiscal Year 2025 (page: 74) You are being asked to ratify the Audit Committee’s appointment of Ernst & Young LLP as Whirlpool Corporation’s Independent Registered Public Accounting Firm for fiscal year 2025. | FOR |
| Item 4: Approval of Amendment No. 2 to the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan (page: 75) You are being asked to approve an amendment to the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan. | FOR |
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE HIGHLIGHTS
Additional information about the Company’s ESG initiatives can be found on pages 18-20.
Environmental u Achieved three consecutive years of double-digit reduction in scope 1 and 2 market-based greenhouse gas emissions u Achieved 97% or higher landfill diversion rate in all of our large manufacturing sites worldwide Social u Celebrated a 25 year relationship with Habitat for Humanity International, helping people around the world gain access to affordable housing u Launched a collaboration between Whirlpool Foundation and The Washing Machine Project to provide off-grid manual washing machines to low-income communities Governance u Enhanced our Enterprise Risk Management system, including the establishment of an Enterprise Risk Committee comprised of senior leadership u Expanded topics and activities during our Global Integrity Quarter to promote our culture of ethics and compliance
| ii | ç | Notice of Annual Meeting of Stockholders and 2025 Proxy Statement |
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PROXY SUMMARY
DIRECTOR NOMINEES
Additional details about each of the director nominees can be found beginning on page 1.
| Committee Membership | |||||||
|---|---|---|---|---|---|---|---|
| Name* | Age | Directorsince | Audit | CorporateGovernance&Nominating | Finance | HumanResources | Independent |
| Samuel R. Allen | 71 | 2010 | Chair | ✓ | ✓ | ||
| Marc R. Bitzer | 60 | 2015 | |||||
| Greg Creed | 67 | 2017 | ✓ | ✓ | ✓ | ||
| Diane M. Dietz | 59 | 2013 | ✓ | Chair | ✓ | ||
| Gerri T. Elliott | 68 | 2014 | ✓ | ✓ | ✓ | ||
| Richard J. Kramer | 61 | 2024 | ✓ | ✓ | ✓ | ||
| Jennifer A. LaClair | 53 | 2020 | Chair | ✓ | ✓ | ||
| John D. Liu | 56 | 2010 | ✓ | Chair | ✓ | ||
| James M. Loree | 66 | 2017 | ✓ | ✓ | ✓ | ||
| Harish Manwani | 71 | 2011 | ✓ | ✓ | ✓ | ||
| John G. Morikis | 61 | 2025 | ✓ | ✓ | ✓ | ||
| Rudy Wilson | 49 | 2023 | ✓ | ✓ | ✓ | ||
| * | Larry O. Spencer has elected not to stand for re-election for personal reasons, not related to the Company. The Company and the Board extend their sincere thanks to General Spencer for his many contributions and dedicated service. |
Executive Compensation Pay Mix
| CEO Total Target Compensation | Other NEOs’ Average Total Target Compensation |
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| Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | ç | iii |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.