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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
 
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 18, 2017

 
WHIRLPOOL CORPORATION
(Exact name of registrant as Specified in Charter)
 
Delaware
 
1-3932
 
38-1490038
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
2000 North M-63,
Benton Harbor, Michigan
 
 
 
49022-2692
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant’s telephone number, including area code (269) 923-5000
                                                                                                       

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


 





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 18, 2017, the Board of Directors (the “Board”) of Whirlpool Corporation appointed James M. Loree as a Director of Whirlpool Corporation and a member of the Board’s Audit Committee and Corporate Governance and Nominating Committee.
Mr. Loree's compensation will be consistent with that of other nonemployee directors, consisting of an annual cash retainer in the amount of $130,000, and annual equity compensation, to be paid in Whirlpool common stock, in the amount of $130,000. In addition, pursuant to the terms of the nonemployee director compensation program, Mr. Loree received a grant of 1,000 shares of Whirlpool common stock under the Amended and Restated 2010 Omnibus Stock and Incentive Plan, upon his appointment to the Board.
The press release announcing the appointment of Mr. Loree is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.

(d): The following exhibits are being filed herewith: 
Exhibit No.
 
Exhibit
99.1
 
 
 
 
 








SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 19, 2017
 
 
WHIRLPOOL CORPORATION
 
 
 
 
 
By:
 
/s/ BRIDGET K. QUINN
 
Name:
 
Bridget K. Quinn
 
Title:
 
Corporate Secretary and Group Counsel