GLOBAL STRATEGIC
IMPERATIVES
INSPIRE GENERATIONS | WIN WITH PRODUCT | GROW OUR CONSUMER | BUILD A COMPETITIVE & |
WITH OUR BRANDS | LEADERSHIP | DIRECT BUSINESS | RESILIENT SUPPLY CHAIN |
WHIRLPOOL CORPORATION
Global Headquarters
2000 North M-63
Benton Harbor, Michigan 49022-2692
Dear Fellow Shareholder:
As we enter 2024, we would like to again thank you for your continued support as a Whirlpool shareholder. In 2023, we achieved significant milestones on our portfolio transformation journey, aimed at focusing our portfolio on higher-growth,higher-margin businesses. We completed the integration of InSinkErator into our global operations, announced our agreement to contribute our European major domestic appliance business to a newly formed company with Arçelik A.S¸ . and undertook a resegmentation of our external operating segments beginning in 2024. 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.
Board Refreshment and Diversity
In 2023, we continued our commitment to a Board composition that reflects an effective mix of business expertise, company knowledge, and diverse perspectives, with the right balance between board refreshment and continuity. In line with this commitment, eight of our directors are gender or racially/ethnically diverse, and four new directors have joined the Board in the past five years. This Board refreshment is balanced by our longer-tenured directors that have deep knowledge of our operations and the evolution of our strategy, and remaining directors that provide stability and continuity to the Board. We were pleased to announce the addition of Rudy Wilson last year and Rich Kramer last month to our Board. Rudy, who is President of Global Consumer Brands for SC Johnson, brings a wealth of marketing and operational expertise to the Board, providing critical insights around our strategic imperatives to inspire generations with our brands and grow our direct-to-consumer business. Rich, who is the former Chairman, Chief Executive Officer and President of The Goodyear Tire & Rubber Company, brings experience driving corporate strategy, as well as significant experience in accounting, finance and capital structure, and mergers and acquisitions, providing invaluable insights on our Board's finance oversight responsibilities and the Company's portfolio transformation process.
Strategic Focus on Emerging Trends
In 2023, as in prior years, the Board reviewed emerging trends impacting our industry and broader economy, and provided strategic insights aimed at best positioning the Company to benefit from such trends. This year, the Board participated in a deep-dive session on the potential transformative impact of generative AI, and better understanding the risks and opportunities for the company and impact on our consumers. The Board also reviewed significant cyber and data privacy trends, and provided oversight and insights into our cyber strategy for the future.
Sustainability and Corporate Responsibility
Our Board is responsible for overseeing the integration of environmental, social, and governance (ESG) principles throughout Whirlpool Corporation. The Board reviews and receives updates on our sustainability strategy and key long-term ESG initiatives every year. In 2023, the Board reviewed our ESG initiatives and progress against our global commitments centered around sustainable products and operations, supporting our people and doing the right thing. The Board also provided insights on the changing ESG regulatory environment, our goal to reach net zero emissions in our plants and operations by 2030, and our human capital management strategy centered on our three pillars of agile organization, great people, and winning culture.
Shareholder Engagement
Whirlpool values the feedback of our shareholders and seeks opportunities to engage on company performance, strategy, and governance, among other topics. 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 2024 Whirlpool Corporation annual meeting of stockholders to be held on Tuesday, April 16, 2024, 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 2023 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 | SAMUEL R. ALLEN |
Chairman of the Board | Presiding Director |
and Chief Executive Officer |
March 4, 2024
Notice Of 2024 Annual Meeting Of Stockholders
The 2024 annual meeting of stockholders of WHIRLPOOL CORPORATION will be held on Tuesday, April 16, 2024, at 8:00 a.m., Central Time, at 331 North LaSalle, Chicago, Illinois, for the following purposes:
- To elect 12 persons to the Whirlpool Corporation Board of Directors (the "Board");
- To approve, on an advisory basis, Whirlpool Corporation's executive compensation;
- To ratify the appointment of Ernst & Young LLP as Whirlpool Corporation's independent registered public accounting firm for fiscal 2024;
- 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 16, 2024. 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 4, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 16, 2024
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
- Meeting: Annual Meeting of Stockholders
- Date: Tuesday, April 16, 2024
- Time: 8:00 a.m., Central Time
- Location: 331 North LaSalle, Chicago, Illinois
- Record Date: February 16, 2024
- Stock Symbol: WHR
- Exchanges: NYSE & NYSE Chicago
- Common Stock Outstanding as of the Record Date: 54,462,065 shares
- Registrar & Transfer Agent: Computershare Trust Company, N.A.
- Corporate Website: www.whirlpoolcorp.com
2023 COMPANY PERFORMANCE HIGHLIGHTS *
The Company drove approximately $800 million of cost take out, and our improved supply chain performance and strong commercial execution delivered one point of North America share gains while at the same time we faced an increasingly competitive environment around the globe, geopolitical challenges, and softening demand in Europe. We advanced our portfolio transformation, with an agreement to contribute our European major domestic appliance business to a newly formed company with Arçelik A.S¸ . We also repaid $500 million of our term loan and returned almost $400 million in dividends to shareholders.
Earnings per share of
$8.72
(GAAP) and
$16.16
(Ongoing)
$384 Million
Dividends paid (68th consecutive year of dividends)
$500 Million
of Term Loan Repayment
Portfolio Transformation on track with completion of strategic review of
EMEA
- See page 28 for details of the Company's results for the 2023 fiscal year. Please also see Annex A for a reconciliation of non-GAAP financial measures.
The proxy statement and annual report are available at www.proxyvote.com
Notice of Annual Meeting of Stockholders and 2024 Proxy Statement ⎜i
PROXY SUMMARY
OVERVIEW OF VOTING MATTERS
Board
recommendation
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.
Item 2: Advisory Vote to Approve Whirlpool Corporation's Executive Compensation (page: 66)
You are being asked to approve, on an advisory basis, the compensation of Whirlpool Corporation's Named Executive Officers for 2023.
Item 3: Ratification of the Appointment of Ernst & Young LLP as Whirlpool Corporation's Independent
Registered Public Accounting Firm for Fiscal 2024 (page: 70)
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 2024.
FOR
each nominee
FOR
FOR
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE HIGHLIGHTS
Additional information about the Company's ESG initiatives can be found on pages 19-21.
Environmental
- Delivered a 25% reduction in total GHGs (scopes 1 and 2 market-based) when compared to 2022
- Reduced emissions from our products in use (scope 3, category 11) by 7%
- Completed more than 650 projects aimed at reducing our GHG footprint and entered into agreements to add more onsite wind and solar power to our Findlay and Clyde, Ohio operations
- Obtained Zero Waste to Landfill (ZWtL) Gold or Platinum (a greater than 95% diversion rate) at all of our large global manufacturing sites, including the two newly added InSinkErator facilities
Social
- Introduced the Global House+Home Ambassador Program
- Over 1,400 People Leaders in Latin America, Europe, Middle East, and Africa, and Asia participated in the multi- module Unconscious Bias and Empathy program, which was completed by all U.S. People Leaders in 2022
- Improved gender representation, underrepresented minority representation, and black representation across all employees of the Company
- Celebrated opening of Whirlpool-funded Emma Jean Hull Flats, an 80-unitmarket-rate housing development in Benton Harbor
- Built 143 climate-resilient and energy-efficient homes through the BuildBetter with Whirlpool initiative
Governance
- Maintained Board diversity (7 out of 11 independent directors standing for re-election are gender or racially/ ethnically diverse)
- Developed the Living Code - an interactive tool that helps employees apply ethical decision-making in their day-to-day work
- Introduced a "Global Integrity Quarter" to train employees and leaders on our Integrity Value
- Led 36 industry technical committees to strengthen marketplace product safety standards
- ⎜Notice of Annual Meeting of Stockholders and 2024 Proxy Statement
PROXY SUMMARY
DIRECTOR NOMINEES
Additional details about each of the director nominees can be found beginning on page 1.
Committee Membership | |||||||
Corporate | |||||||
Director | Governance | Human | |||||
Name(1) | Age | Audit | & | Finance | Independent | ||
since | Nominating | Resources | |||||
Samuel R. Allen | 70 | 2010 | Chair | ✓ | ✓ | ||
Marc R. Bitzer | 59 | 2015 | |||||
Greg Creed | 66 | 2017 | ✓ | Chair | ✓ | ||
Diane M. Dietz | 58 | 2013 | ✓ | ✓ | ✓ | ||
Gerri T. Elliott | 67 | 2014 | ✓ | ✓ | ✓ | ||
Richard J. Kramer | 60 | 2024 | ✓ | ✓ | ✓ | ||
Jennifer A. LaClair | 52 | 2020 | ✓ | ✓ | ✓ | ||
John D. Liu | 55 | 2010 | ✓ | Chair | ✓ | ||
James M. Loree | 65 | 2017 | ✓ | ✓ | ✓ | ||
Harish Manwani | 70 | 2011 | ✓ | ✓ | ✓ | ||
Larry O. Spencer | 70 | 2016 | ✓ | ✓ | ✓ | ||
Rudy Wilson | 48 | 2023 | ✓ | ✓ | ✓ |
- MICHAEL D. WHITE (CURRENTLY AUDIT COMMITTEE CHAIR) AND PATRICIA K. POPPE ARE NOT STANDING FOR RE-ELECTION.
TENURE, EXPERIENCE, AND DIVERSITY
Our Board of Directors reflects an effective mix of business expertise, company knowledge, and diverse perspectives.
Board Tenure of | Board Diversity and Experience of |
Independent Director Nominees | Independent Director Nominees |
4 | 3 | Females: 3 |
27% | ||
0-5 Years | 36% | Racial/Ethnic Minorities: 4 |
11+ Years | ||
55% | Current or Former CEOs: 6 |
6-10 Years
4
Notice of Annual Meeting of Stockholders and 2024 Proxy Statement ⎜iii
PROXY SUMMARY
COMPENSATION HIGHLIGHTS
The Compensation Discussion & Analysis ("CD&A") section beginning on page 28 includes the following highlights:
What We Do | What We Don't Do |
✓ Pay for performance | Allow hedging or pledging |
✓ Robust stock ownership guidelines | Gross up for excise taxes |
✓ "Double trigger" change in control | Reprice or reload stock options |
✓ Claw-back policies for all variable pay | Enter into employment contracts with |
U.S.-based Named Executive Officers | |
OUR COMPENSATION PHILOSOPHY: PAY FOR PERFORMANCE
Whirlpool employs a pay-for-performance philosophy under which a significant portion of pay is performance-based and tied to the drivers of long-term stockholder value, including both business results and individual performance. The majority of 2023 CEO and Named Executive Officer ("NEO") target compensation consisted of at-risk pay, as demonstrated in the illustration below.
Executive Compensation Pay Mix
CEO Total Target Compensation
Base
Salary
9% | |||||||||||||||
Short-term | |||||||||||||||
Incentives | |||||||||||||||
15% | |||||||||||||||
Long-term | |||||||||||||||
Incentives | d | ||||||||||||||
76% | |||||||||||||||
e | |||||||||||||||
s | |||||||||||||||
- | b | a | |||||||||||||
9 | e | ||||||||||||||
1 | c | ||||||||||||||
% | n | ||||||||||||||
o | |||||||||||||||
a | |||||||||||||||
f | rm | ||||||||||||||
t | |||||||||||||||
a | r | g | o | ||||||||||||
f | |||||||||||||||
e | r | ||||||||||||||
e | |||||||||||||||
t pay is p |
Other NEOs' Average Total Target Compensation
Base | |||||||||||||||||
Salary | |||||||||||||||||
22% | |||||||||||||||||
Long-term | |||||||||||||||||
Incentives | Short-term | ||||||||||||||||
57% | |||||||||||||||||
Incentives | |||||||||||||||||
7 | 21% | d | |||||||||||||||
e | |||||||||||||||||
8 | s | ||||||||||||||||
% | a | ||||||||||||||||
o | b | ||||||||||||||||
f | |||||||||||||||||
- | |||||||||||||||||
t | |||||||||||||||||
e | |||||||||||||||||
a | |||||||||||||||||
r | c | ||||||||||||||||
g | n | ||||||||||||||||
e | |||||||||||||||||
t | a | ||||||||||||||||
p | m | ||||||||||||||||
a | r | ||||||||||||||||
f | |||||||||||||||||
y | r | o | |||||||||||||||
is pe |
- ⎜Notice of Annual Meeting of Stockholders and 2024 Proxy Statement
Table of Contents | |
Proxy Summary | i |
Item 1 - Directors and Nominees for Election as Directors | 1 |
Board of Directors and Corporate Governance | 11 |
Related Person Transactions and Human Resources Committee Interlocks | 22 |
Security Ownership | 23 |
Beneficial Ownership | 24 |
Non-employee Director Compensation | 25 |
Compensation Discussion and Analysis | 28 |
Human Resources Committee Report | 45 |
2023 Executive Compensation Tables | 46 |
2023 Summary Compensation Table | 46 |
2023 Grants of Plan-Based Awards | 48 |
2023 Outstanding Equity Awards at Fiscal Year-End | 50 |
2023 Option Exercises and Stock Vested | 53 |
2023 Pension Benefits | 54 |
2023 Non-Qualified Deferred Compensation | 55 |
2023 Potential Post-Termination Payments | 56 |
Pay Ratio Disclosure | 61 |
Pay Versus Performance Disclosure | 62 |
Item 2 - Advisory Vote to Approve Whirlpool Corporation's Executive Compensation | 66 |
Equity Compensation Plan Information | 67 |
Matters Relating to Independent Registered Public Accounting Firm | 68 |
Audit Committee Report | 69 |
Item 3 - Ratification of the Appointment of Ernst & Young LLP as Whirlpool Corporation's Independent | |
Registered Public Accounting Firm for Fiscal 2024 | 70 |
Information about the Annual Meeting and Voting | 71 |
Annex A: Non-GAAPReconciliation | A-1 |
ITEM 1 - ELECTION OF DIRECTORS
Item 1 - Directors and Nominees
for Election as Directors
We currently have 12 directors on the Board who are standing for election or re-election and, if elected, will serve until our next annual meeting of stockholders and stand for re-election annually (subject to our retirement policy). Each of the nominees below has consented to be a nominee named in this proxy statement and to serve if elected. We have described the skills and experiences below that we believe will allow directors to provide critical insights on the Company's strategic imperatives and make significant contributions to board deliberations. In the matrix on the pages that follow, we have highlighted the skills and attributes and gender and race/ethnicity self-identified by each director nominee.
Global Strategic | |||||
Imperatives | INSPIRE GENERATIONS WIN WITH PRODUCT | GROW OUR CONSUMER | BUILD A COMPETITIVE & | ||
WITH OUR BRANDS | LEADERSHIP | DIRECT BUSINESS | RESILIENT SUPPLY CHAIN | ||
Experience | Allen Bitzer | Creed Dietz | Elliott Kramer | LaClair Liu | Loree Manwani Spencer Wilson |
Senior Leadership Roles at Large/Complex Organizations
Directors with leadership experience at organizations with operational scale and complexity similar to Whirlpool are equipped to evaluate our enterprise strategy and progress against strategic goals.
Global Business Operations/International Work Experience
Directors with global and international business experience understand the challenges and opportunities of a global footprint and have unique cultural and consumer insight aligned with Whirlpool's global scope.
Corporate Strategy/M&A
Directors with strategy and M&A expertise provide critical insights in evaluating value creation opportunities as part of Whirlpool's portfolio transformation.
Sales/Marketing/Brand Management
Directors with experience in distribution strategy, trade relationships, marketing, including digital marketing, and brand management provide critical insights on these key drivers of our profitable growth.
Product Development/Innovation/Engineering
Directors with innovation and product development experience possess the expertise to effectively oversee our innovation strategy, unlock new growth opportunities, and respond to evolving consumer preferences.
Global Supply Chain/Manufacturing/Logistics
Directors with supply chain management experience provide effective oversight of our global sourcing strategy focused on diversification, cost management, and sustainability as we build and maintain a competitive and resilient supply chain.
Notice of Annual Meeting of Stockholders and 2024 Proxy Statement ⎜1
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Whirlpool Corporation published this content on 06 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2024 21:15:58 UTC.