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SHERWIN WILLIAMS CO : Regulation FD Disclosure (form 8-K)

08/03/2020 | 08:17am

Item 7.01. Regulation FD Disclosure.

On July 29, 2020, John G. Morikis, Chairman and Chief Executive Officer of The
Sherwin-Williams Company
("Sherwin-Williams"), adopted a pre-arranged stock
trading plan (the "Plan") designed to comply with Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended. Rule 10b5-1 permits individuals who are not in
possession of material, non-public information at the time the plan is adopted
to establish a pre-arranged plan to buy or sell company stock. For Mr. Morikis,
the Plan will facilitate the orderly exercise of employee stock options and the
sale of shares of Sherwin-Williams common stock acquired from such option
exercises for personal financial planning purposes, with the goal of minimizing
any market impact and avoiding any concerns about transactions occurring at a
time when Mr. Morikis may possess material, non-public information. In
accordance with Rule 10b5-1, Mr. Morikis will not have subsequent discretion or
control over the timing or effectuation of any transactions under the Plan.

Under the terms of the Plan, Mr. Morikis may exercise up to 66,846 employee
stock options and sell the shares acquired from such option exercises. The Plan
provides for transactions to occur during specified periods through November 30,

Mr. Morikis continues to be subject to, and currently significantly exceeds,
Sherwin-Williams' stock ownership guidelines, pursuant to which he is required
to hold shares of Sherwin-Williams stock equal in value to at least six times
his base salary.

Any transactions under the Plan will be disclosed publicly through Form 4 and
Form 144 (if applicable) filings with the Securities and Exchange Commission.



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