Schedule 14A
2022-09-19 to 2022-10-06 · 3 questions
· 1 letter from the SEC, 1 from the company
Controls
Definitive Proxy Statement on Schedule 14A filed April 20, 2022 · General
SEC asked (1)
Please expand your discussion to address how the experience of your Lead Director is brought to bear in connection with your board’s role in risk oversight.
SHW answered
The Company respectfully acknowledges the Staff’s comment and confirms that it will enhance its future proxy disclosures in accordance with this topic. Read in the reply ↗
Definitive Proxy Statement on Schedule 14A filed April 20, 2022 · General
SEC asked (2)
Please expand upon the role that your Lead Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Director may: • represent the board in communications with shareholders and other stakeholders; • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself.
SHW answered
The Company respectfully acknowledges the Staff’s comment and confirms that it will enhance its future proxy disclosures in accordance with this topic. Read in the reply ↗
Definitive Proxy Statement on Schedule 14A filed April 20, 2022 · General
SEC asked (3)
Please expand upon how your board administers its risk oversight function. For example, please disclose: • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often youRest of the question
re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.
SHW answered
The Company respectfully acknowledges the Staff’s comment and confirms that it will enhance its future proxy disclosures in accordance with this topic.
The Company also confirms it will describe any material developments to its risk oversight structure in future proxy disclosures.
* * * * * * * *
We want to thank the Staff for its review of our filings to assist us in compliance with the applicable disclosure requirements and to enhance the overall disclosures in our filings.
If the Staff has any questions regarding our responses or any additional comments, please feel free to contactRead in the reply ↗Rest of the answer
Stephen J.
Perisutti at (216) 566-2543 or me at (216) 566-2478.
Also in this review: closing letter, 2022-10-06