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:

  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 2024;
  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 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
  1. 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

  1. 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

  1. 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.