Procedures for Shareholders to Recommend Director Candidates

The Nominating and Corporate Governance Committee will consider candidates for directors who are recommended in writing by shareholders on the same basis as it considers all candidates.  Shareholders may submit their recommendations at the following address:

Chairperson,
Nominating and Corporate Governance Committee
c/o Corporate Secretary
The Sherwin-Williams Company
101 Prospect Avenue, N.W.
12th Floor, Midland Building
Cleveland, Ohio 44115

The recommendation must set forth or include:

  1. the name and address of the recommending shareholder;
  2. the class and number of shares of stock of the Company that are owned beneficially and of record by the recommending shareholder;
  3. a description of all arrangements or understandings, if any, between or among any of (a) the recommending shareholder, (b) each candidate who is being recommended for consideration and (c) any other person or persons (naming such person or persons) pursuant to which the recommendation is being made by the recommending shareholder;
  4. the candidate's full name, address(es) and telephone number(s);
  5. a statement of the candidate's qualifications and experiences, and any other qualities that the recommending shareholder believes the candidate would bring to the Board of Directors;
  6. the information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of such candidate as a director;
  7. a statement, signed by both the recommending shareholder and the candidate (a) that the recommending shareholder and the candidate currently do not have, and in the prior three years have not had, directly or indirectly, any business, professional or other relationship with each other and that the recommending shareholder and the candidate do not have any agreement, arrangement or understanding with each other with respect to the candidate's proposed service as a director of the Company, or (b) if either of the foregoing statements is incorrect in any manner, describing in detail the business, professional or other relationship or the agreement, arrangement or understanding, as applicable;
  8. the candidate's (a) resume, which must include at a minimum a detailed description of the candidate's business, professional or other appropriate experience for the past ten years, (b) a list of other boards of directors of public companies (if any) on which the candidate currently serves or on which he or she served in the past five years, (c) undergraduate and post-graduate educational information (if applicable) and (d) at least three business, professional or personal references for the candidate (in addition to the recommending shareholder); and
  9. a written statement, signed by the candidate, agreeing that if he or she is nominated by the Nominating and Corporate Governance Committee and the Board of Directors, he or she will (a) be a nominee for election to the Board of Directors, (b) provide all information necessary for the Company to include in the Company's Proxy Statement under applicable SEC or NYSE rules, and (c) serve as director if he or she is elected by shareholders.