Whirlpool (WHR) 8-KDeparture of Directors or Certain Officers

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): August 17, 2022

WHIRLPOOL CORPORATION

(Exact name of registrant as Specified in Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 August 17, 2022, Whirlpool Corporation (the “Company”), entered into a retention agreement (the “Retention Agreement”) with Gilles Morel, the Company’s Executive Vice President and President, Whirlpool EMEA. The Retention Agreement was entered into in connection with the Company’s publicly announced plan to conduct a strategic review of the EMEA region. Under the Retention Agreement, Mr. Morel will be entitled to receive a cash retention bonus from the Company equal to Euro 3 million, which will vest and become payable in two installments as follows: (1) 35% on the closing date of a transaction divesting the EMEA business (the “Transaction”) and (2) following the Transaction, 65% on June 30, 2024, subject in each case to Mr. Morel’s continued satisfactory employment with the Company or any successor company prior to the applicable installment date, subject to certain exceptions as further set forth in the Retention Agreement. Mr. Morel will not receive the retention bonus if the Company ceases to pursue the Transaction or, if the Transaction fails to close by June 30, 2024.

The description of the Retention Agreement in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Retention Agreement, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2022.

Website Disclosure

We routinely post important information for investors on our website, whirlpoolcorp.com, in the “Investors” section. We also intend to update the Hot Topics Q&A portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.

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: August 19, 2022