Whirlpool (WHR) 8-KWhirlpool Corporation Welcomes Richard J. Kramer to Board of Directors

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): February 19, 2024

WHIRLPOOL CORPORATION

(Exact name of registrant as Specified in Charter)

(269) 923-5000

(Registrant’s telephone number, including area code)

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 February 19, 2024, the Board of Directors (the “Board”) of Whirlpool Corporation (the “Company”) appointed Richard J. Kramer as a director of Whirlpool Corporation and a member of the Board’s Corporate Governance and Nominating Committee and Human Resources Committee, effective immediately.

Mr. Kramer’s compensation will be consistent with that of other non-employee directors, consisting of an annual cash retainer in the amount of $150,000, and annual equity compensation, to be paid in Whirlpool common stock, in the amount of $150,000.

Additionally, on February 19, 2024, Patricia K. Poppe communicated to the Board her decision not to stand for reelection at the Company’s 2024 Annual Meeting of Stockholders. Ms. Poppe’s decision was not related to any disagreement with the Company on any matter relating to its operations, policies or practices. Michael D. White will also not stand for reelection at the 2024 Annual Meeting of Stockholders having reached the director retirement age provided for by the Corporate Governance Guidelines for Operation of the Board of Directors.

The press release announcing the appointment of Mr. Kramer is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.