WHIRLPOOL CORP (WHR)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
WHIRLPOOL CORP · Meeting: April 21, 2026
Directors FOR
4
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Bitzer has served as a director since 2015 and as CEO since 2017, giving him full tenure overlap with the 3-year underperformance period; WHR's 3-year total return is -48.2% versus the peer group median of +32.8%, a gap of -81.0 percentage points, far exceeding the 20-percentage-point trigger threshold for companies with negative absolute 3-year returns; the 5-year gap of -99.0 percentage points versus the peer median of +33.1% confirms this is sustained underperformance, not a transient dip, so the 5-year mitigant does not apply.
Creed has served since 2017, giving him full overlap with the 3-year underperformance period; WHR's 3-year total return is -48.2% versus the peer group median of +32.8%, a gap of -81.0 percentage points, well above the 20-point trigger; the 5-year record shows a -99.0 percentage-point gap, so the underperformance is sustained and the 5-year mitigant does not apply.
Dietz has served since 2013, providing full overlap with the underperformance period; the 3-year gap of -81.0 percentage points versus the peer median far exceeds the 20-point trigger for companies with negative absolute returns; the 5-year data shows no recovery, so the 5-year mitigant does not apply.
Elliott has served since 2014, giving full overlap with the 3-year underperformance window; WHR's 3-year return trails the peer median by 81.0 percentage points, far above the 20-point trigger; sustained 5-year underperformance of -99.0 points versus peers means the 5-year mitigant does not apply.
LaClair has served since 2020, providing full overlap with the 3-year underperformance period; the 3-year gap of -81.0 percentage points versus the peer median vastly exceeds the 20-point trigger for companies with negative absolute returns; sustained 5-year underperformance means the 5-year mitigant does not apply.
Liu has served since 2010, giving full overlap with the underperformance period; WHR's 3-year return trails peers by 81.0 percentage points, well above the 20-point trigger; the 5-year gap of -99.0 points confirms sustained underperformance, so the 5-year mitigant does not apply.
Loree has served since 2017, giving full overlap with the 3-year underperformance period; the 3-year peer gap of -81.0 percentage points far exceeds the 20-point trigger; the 5-year data confirms the underperformance is not transient, so the 5-year mitigant does not apply.
Wilson joined in 2023, which is more than 24 months ago and his tenure covers the bulk of the 3-year measurement window; the 3-year peer gap of -81.0 percentage points far exceeds the 20-point trigger, and the 5-year record confirms sustained underperformance, so the 5-year mitigant does not apply.
For Analysis
Joined the board in August 2025, less than 24 months ago, so she is exempt from the TSR underperformance trigger under policy; she brings relevant consumer products and marketing expertise from Kroger.
Joined the board in June 2025, less than 24 months ago, so she is exempt from the TSR underperformance trigger; she brings relevant consumer products, manufacturing, and operations experience from Reynolds Consumer Products.
Kramer joined the board in 2024, less than 24 months ago, so he is exempt from the TSR underperformance trigger; he brings strong financial, manufacturing, and CEO-level experience from Goodyear and PricewaterhouseCoopers.
Morikis joined the board in February 2025, less than 24 months ago, so he is exempt from the TSR underperformance trigger; he brings extensive CEO-level and consumer products experience from Sherwin-Williams.
Whirlpool's stock has lost 48.2% over the past three years while the company's own peer group returned a median of +32.8%, a gap of -81.0 percentage points — more than four times the 20-point trigger threshold for companies with negative absolute returns. The 5-year record is even worse at -99.0 points versus peers, confirming sustained value destruction rather than a temporary dip. Under policy, all directors with more than 24 months of tenure are voted AGAINST; four directors (Adcock, Buckner, Kramer, Morikis) joined within the past 24 months and receive FOR votes under the new-director exemption.
Say on Pay
✓ FORCEO
Marc R. Bitzer
Total Comp
$12,773,816
Prior Support
93%%
The prior year Say on Pay received 93% support, well above the 70% threshold, so no remediation concern arises. CEO total compensation of approximately $12.8 million is within a reasonable range for a large global industrial/consumer company, and the pay mix is strongly variable — 91% of the CEO's target pay is performance-based, well above the 50-60% policy minimum. Critically, incentive pay actually tracked poor performance: the short-term bonus paid out at only 50% of target and the 2023-2025 long-term performance awards paid out at 0%, meaning the variable pay structure functioned as intended by delivering significantly less pay when the company missed its financial goals, which is consistent with the policy's pay-for-performance alignment requirement.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$13,300,000
Non-Audit Fees
$3,600,000
Non-audit fees (audit-related fees of $0.6M plus tax fees of $3.0M = $3.6M) represent approximately 27% of audit fees ($13.3M), well below the 50% threshold that would trigger a negative vote; EY is a Big 4 firm appropriate for a company of Whirlpool's size and complexity; auditor tenure is not disclosed in the filing so no tenure trigger can fire under policy.
Overall Assessment
The 2026 Whirlpool annual meeting features three standard proposals; the most significant governance concern is the company's severe and sustained stock underperformance — down 48% over three years versus a peer median gain of 33% — which triggers AGAINST votes for eight of the twelve director nominees under the TSR underperformance policy. The Say on Pay and auditor ratification proposals both pass the relevant policy screens and receive FOR determinations, as the pay program demonstrably reduced executive payouts in line with poor financial results and the auditor's non-audit fee ratio is well within acceptable bounds.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing