WHIRLPOOL CORP /DE/
For the period ended Apr 21, 2026. Filed Mar 10, 2026.
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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 21, 2026 · Filed Mar 10, 2026
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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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☐ Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
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2026 Proxy Statement and
Notice of Annual Meeting
Competitive Advantages
| Inspire with our Brands & Products | Excel at Every Consumer and Customer Touchpoint | Deliver Best Cost & Quality |
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Dear Fellow Shareholder:
On behalf of the Board of Directors, we thank you for your continued support as a Whirlpool shareholder. The 2025 fiscal year was a testament to the exceptional resilience of our global team. In the face of a complex macroeconomic environment, we stayed the course, prioritizing operational excellence and long-term strategic transformation.
The past year was defined by a convergence of headwinds. We navigated the fourth consecutive year of a suppressed U.S. housing market – a critical driver for our industry – alongside trade volatility and weakened consumer sentiment. By successfully executing structural cost take-out actions, we were able to partially mitigate these external pressures. We look forward to telling our governance story in the following pages, which includes these highlights.
Strategy Execution and Balance Sheet Strength
While managing current costs, we did not lose sight of the future. In 2025, we executed against our strategic priorities, launching the largest product refresh in our Company’s recent history and ensuring our brands remain at the forefront of the consumer experience. To fuel future growth, the Board approved $800 million in R&D and capital expenditure investment.
Strategically, we continued to sharpen our portfolio. The Board oversaw the reduction of our stake in Whirlpool of India Ltd. to a 40% minority position and our use of the proceeds to strengthen our balance sheet and pay down debt. In addition, after careful consideration, the Board adjusted the annual dividend rate downward to $3.60 per share to ensure that we have capacity on our balance sheet for future investments and continued focus on debt repayment. We remain dedicated to upholding our 70-year legacy of returning value to shareholders through healthy dividends.
Focus on Emerging Trends
In 2025, 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 opportunities and risks of artificial intelligence for the Company, including the prioritization of use cases and the principles and processes to control risk. The Board also participated in an educational session on the current global geopolitical and economic environment, providing a foundation for discussions on the macroeconomic challenges facing the Company.
Leadership Evolution
Ensuring the Board has the right skills and experience to oversee our strategy is a primary responsibility. This year, we were pleased to welcome three new directors whose backgrounds align with Whirlpool’s strategic priorities, and who bring fresh perspectives and diverse expertise to our oversight responsibilities.
In addition, the Board guided execution of key components of our executive succession plan, including the appointment of two executives to new roles as executive presidents and the appointment of a new chief financial officer, ensuring a leadership team equipped to drive our next chapter of growth.
Looking Ahead
Whirlpool Corporation has weathered many business cycles in its long history. Our performance in 2025 demonstrates that even when the housing market is slow and global trade is volatile, our structural foundations are built to last. We look forward to continuing to engage with you on our strategy and results, corporate responsibility, board oversight, and future growth.
| MARC R. BITZER Chairman of the Board and Chief Executive Officer | GREG CREED Presiding Director |
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March 10, 2026
Notice Of 2026 Annual Meeting Of Stockholders
The 2026 annual meeting of stockholders of WHIRLPOOL CORPORATION will be held on Tuesday, April 21, 2026, 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 2026; and |
| 4. | 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 21, 2026. 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 10, 2026
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be Held on April 21, 2026
This Proxy Statement and Annual Report are being made available to stockholders on March 11, 2026 and 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 21, 2026 u Time: 8:00 a.m., Central Time u Location: 331 North LaSalle, Chicago, Illinois u Record Date: February 20, 2026 u Stock Symbol: WHR u Exchanges: NYSE & NYSE Texas u Common Stock Outstanding as of the Record Date: 56,540,150 shares u Registrar & Transfer Agent: Computershare Trust Company, N.A. u Corporate Website: www.whirlpoolcorp.com
2025 COMPANY PERFORMANCE HIGHLIGHTS *
In 2025, our Company demonstrated strong resilience against a challenging macroeconomic environment led by the fourth consecutive year of a suppressed U.S. housing market, trade tariff volatility, and weakened consumer sentiment. We successfully navigated this challenging environment in 2025, while executing the largest product refresh in Major Domestic Appliances (MDA) North America in a decade. By delivering $200 million in structural cost take-out actions, the organization partially offset incremental tariff and currency margin pressures, resulting in a GAAP net earnings margin of 2.2% and an ongoing earnings before interest & taxes (EBIT) margin of 4.7%. Strategically, the Company continued its portfolio transformation by reducing its stake in Whirlpool of India, retaining a minority stake of 40% and leveraging the proceeds to pay down debt. Whirlpool continued to fuel future growth through $0.8 billion in R&D and capital expenditures, and upheld its 70-year legacy of returning value to shareholders through dividends.
| Earnings per share of $5.66 (GAAP) and $6.23 (Ongoing/Non-GAAP) | ~$300 Million Dividends paid (70th consecutive year of dividends) | $200 Million Cost take-out, partially offsetting the incremental cost of tariffs |
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| * | See page 25 for details of the Company’s results for the 2025 fiscal year. Please also see Annex A 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 2026 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: 63) You are being asked to approve, on an advisory basis, the compensation of Whirlpool Corporation’s Named Executive Officers for 2025. | FOR |
| Item 3: Ratification of the Appointment of Ernst & Young LLP as Whirlpool Corporation’s Independent Registered Public Accounting Firm for Fiscal Year 2026 (page: 67) 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 2026. | FOR |
CORPORATE RESPONSIBILITY HIGHLIGHTS
Additional information about the Company’s Corporate Responsibility initiatives can be found on pages 17-18.
Environmental u Updated near-term emissions reduction targets and established a new long-term target to accelerate progress and align with the latest science-based guidelines u Matched 80% of the electricity consumption across our global operational footprint with renewable energy sources Social u Renewed support of Habitat for Humanity’s BuildBetter with Whirlpool program to help build 50 net-zero-energy-ready homes by the end of 2026 u Our CEO, Marc Bitzer, was elected to join the Habitat for Humanity International Board of Directors Governance u Improving corporate responsibility reporting with the launch of the Corporate Responsibility Resource Center and two focused reports issued annually: Impact Report and Technical Report u Significantly expanded supplier emissions data collection coverage with support from Ecovadis
| ii | ç | Notice of Annual Meeting of Stockholders and 2026 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 | |||||||
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| Name* | Age | Directorsince | Audit | CorporateGovernance&Nominating | Finance | HumanResources | Independent |
| Mary Ellen Adcock | 49 | 2025 | ✓ | ✓ | ✓ | ||
| Marc R. Bitzer | 61 | 2015 | |||||
| Judith K. Buckner | 57 | 2025 | ✓ | ✓ | ✓ | ||
| Greg Creed | 68 | 2017 | Chair | ✓ | ✓ | ||
| Diane M. Dietz | 60 | 2013 | ✓ | Chair | ✓ | ||
| Gerri T. Elliott | 69 | 2014 | ✓ | ✓ | ✓ | ||
| Richard J. Kramer | 62 | 2024 | ✓ | ✓ | ✓ | ||
| Jennifer A. LaClair | 54 | 2020 | Chair | ✓ | ✓ | ||
| John D. Liu | 57 | 2010 | ✓ | ✓ | ✓ | ||
| James M. Loree | 67 | 2017 | ✓ | Chair | ✓ | ||
| John G. Morikis | 62 | 2025 | ✓ | ✓ | ✓ | ||
| Rudy Wilson | 50 | 2023 | ✓ | ✓ | ✓ | ||
| * | Samuel R. Allen and Harish Manwani are not standing for re-election having reached retirement age. We thank them for their many contributions and dedicated service. |
| Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | ç | iii |
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PROXY SUMMARY
Executive Compensation Pay Mix
| CEO Total Target Compensation | Other NEOs’ Average Total Target Compensation |
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| iv | ç | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |
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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.