Valspar shareholders overwhelmingly approve sale to Sherwin-Williams

Shareholders of Valspar Corp. approved the sale of the paint-making firm to Sherwin-Williams on Wednesday during a special shareholders meeting held in downtown Minneapolis.

The vote and meeting, run by Valspar General Counsel Rolf Engh, gave one of two approvals needed to finalize the deal, worth an estimated $11.3 billion.

The deal still must be approved by federal regulators, who have already requested at least two rounds of additional information so that they can evaluate antitrust concerns. Shareholders of Sherwin-Williams do not need to vote on the deal.

Cleveland-based Sherwin-Williams announced in March that it planned to pay $113 a share in cash for Valspar, which makes paints and industrial and package coatings. The purchase price was significantly above Valspar's then-trading price of $83.83 per share. Valspar stock has since shot up dramatically; shares closed at $107.38 Wednesday, down 23 cents for the day.

If the biggest deal in Sherwin-Williams' 150-year history closes in the first quarter of 2017, as expected, the combined company will boast $15.6 billion in annual revenue, $2.8 billion in profits and 58,000 employees and customers in more than 115 countries.

The merged company is likely to be based in Cleveland, leaving employment in Minneapolis uncertain.

Two years ago, Valspar finished a $40 million renovation of its 111-year-old headquarters in downtown Minneapolis. The site is across from U.S. Bank Stadium.

In speaking with shareholders Wednesday morning, Engh said that stockholders voting mostly by proxy had approved the merger between the two companies, as well as a change-in-control compensation clause that will enrich top managers.

According to a proxy filing issued last month, Valspar CEO Gary E. Hendrickson is expected to receive severance of roughly $38.1 million in combined cash, equity and benefits. The bulk of Hendrickson's payment will be $30.3 million in stock options and restricted stock. He will receive $7.7 million in cash severance and about $91,000 in insurance and outplacement service costs.

Hendrickson participated in Wednesday's special meeting by phone from Asia, where he was attending a previously scheduled event. There was no question-and-answer session held during the meeting, which lasted less than five minutes.

Another top executive to benefit from the severance policy is Chief Financial Officer James Muehlbauer, who is set to receive roughly $11.1 million in combined cash, equity and benefits. Engh, who is Valspar's executive vice president as well as its general counsel, is slated to receive $5 million in combined compensation.

The exact tally of Wednesday's votes was filed with the U.S. Securities and Exchange Commission by late afternoon. The filing showed that the vote in favor of the merger was 63.2 million, with 1.1 million against. On the executive compensation clause, there were 57.4 million votes in favor of the proposal and 6.3 million against.