UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) October 21, 2015
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 At (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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On October 21, 2015, Whirlpool Corporation announced that Michael A. Todman, Vice Chairman and director, provided
notice of his intention to retire from the corporation and its Board of Directors on December 31, 2015.
In addition, the corporation announced that the Board of Directors has appointed Marc R. Bitzer as a director of the
corporation and promoted him to the newly created position of President and Chief Operating Officer effective immediately.
Mr. Bitzer, 50, joined the corporation in 1999 as Vice President, Bauknecht brand group, and has held positions of
increasing responsibility throughout his tenure, most recently serving as Vice Chairman. In connection with his promotion, the
Human Resources Committee of the Board of Directors (the “Committee”) determined that, effective November 1, 2015, his
annual base salary will be $1,000,000 and his annual cash incentive target will be 125% of base salary. The Committee further
determined that for performance periods beginning in 2016 and thereafter, Mr. Bitzer’s long-term incentive target will be 375%
of base salary. Mr. Bitzer will receive no compensation for his service as a director and will not serve on any Board
committees.
The press release announcing Mr. Bitzer's appointment and Mr. Todman's planned retirement is filed herewith as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
99.1
Press Release dated October 21, 2015
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: October 26, 2015
WHIRLPOOL CORPORATION
By:
Name:
Title:
/s/ BRIDGET K. QUINN
Bridget K. Quinn
Corporate Secretary and Group Counsel
Exhibit 99.1
Whirlpool Corporation Names Marc R. Bitzer President and Chief Operating Officer; Michael Todman Announces
Planned Retirement
BENTON HARBOR, Mich., Oct. 21, 2015 /PRNewswire/ -- Whirlpool Corporation (NYSE: WHR) announced today the
promotion of Marc R. Bitzer to the position of President and Chief Operating Officer. In this new role, Bitzer will be responsible
for all global operations. Bitzer has also been appointed to the Whirlpool Board of Directors. These changes are effective
immediately.
Whirlpool Chairman and CEO, Jeff M. Fettig said, "Marc is an exceptional leader at Whirlpool Corporation with broad global
experiences and unique qualifications to assume his new position. Marc has consistently demonstrated that he is an outstanding
leader who has delivered strong results in his previous roles in both North America and Europe. During the past year he and our
European team have done an excellent job in integrating our major acquisition in Europe."
Fettig further said, "I have great confidence in Marc's ability to lead our global operations in driving both growth and value creation
across our operations and advancing the company's strategy with our global leadership team."
Bitzer was named vice chairman in November 2014, with accountability for the company's North American and European
businesses. Prior to this assignment, he served as president of Whirlpool North America (NAR) and Whirlpool Europe, Middle
East and Africa (EMEA). Bitzer joined Whirlpool Europe in 1999 as Vice President, of the company's Bauknecht brand group.
He became Senior Vice President of Marketing Sales and Services for Whirlpool Europe in 2000, and was named President
of Whirlpool Europe in January 2006.
Before joining Whirlpool Europe, Bitzer worked for eight years at the Boston Consulting Group in Munich and Toronto, and was
named vice president in 1999. Bitzer earned both his MBA and doctorate from the St. Gallen Graduate School of Business,
Economics and Law in Switzerland.
Whirlpool Corporation also announced today that Vice Chairman Michael A. Todman will begin his planned retirement at the end
of the year after 22 years of service to the company. Todman was appointed to his current role in November 2014. He has been
responsible for leading the acquisition and integration of Hefei Sanyo in China, as well as leading operations throughout Asia, Latin
America, and Global Information Systems.
"Mike Todman has been a key leader and has played an integral part of all the positive changes within our company during the
past 22 years," said Fettig. "He has either directly run, or had responsibility for, all of our regional businesses in the world during
his tenure at Whirlpool Corporation. Mike has been instrumental in the expansion of our global enterprise and the growth of our
brand portfolio enabling us to be the number one appliance maker in the world. In addition, Mike has personally developed and
mentored the strong succession of leaders we have in the business today."
Todman began his career with Whirlpool in 1993, joining Whirlpool's U.K. market as Finance Director. During his tenure, he
provided leadership in a number of roles at Whirlpool including Senior Vice President of Sales and Marketing for Whirlpool North
America; Vice President of Sears Sales and Marketing for Whirlpool North America; Vice President of Product Management
for Whirlpool North America; Controller for Whirlpool North America; and Vice President of Consumer Services
for Whirlpool Europe.
Prior to joining Whirlpool, Todman held a variety of leadership positions at Wang Laboratories Inc., and Price Waterhouse and
Co. Todman currently serves on the board of directors of Newell-Rubbermaid and Brown-Forman Corporation. He also served
on the board of directors of Georgetown University and the Economic Club of Southwestern Michigan. He is also a member of
the Loyola University Council of Regents.
About Whirlpool Corporation
Whirlpool Corporation (NYSE: WHR) is the number one major appliance manufacturer in the world, with approximately $20
billion in annual sales, 100,000 employees and 70 manufacturing and technology research centers throughout the world in 2014.
The company markets Whirlpool, KitchenAid, Maytag, Consul, Brastemp, Amana, Bauknecht, Jenn-Air, Indesit and other major
brand names in more than 170 countries. Additional information about the company can be found at WhirlpoolCorp.com, or find
us on Twitter at @WhirlpoolCorp.