January 21, 2015 Michael J. Solecki Jones Day [email protected] Re: The Sherwin-Williams Company Dear Mr. Solecki: This is in regard to your letter dated January 21, 2015 concerning the shareholder proposal submitted by CHE Trinity Health, Everence Financial, on behalf of the Praxis Growth Index Fund, and Friends Fiduciary Corporation for inclusion in Sherwin- Williams’ proxy materials for its upcoming annual meeting of security holders. Your letter indicates that the proponents have withdrawn the proposal and that Sherwin- Williams therefore withdraws its December 11, 2014 request for a no-action letter from the Division. Because the matter is now moot, we will have no further comment. Copies of all of the correspondence related to this matter will be made available on our website at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml. For your reference, a brief discussion of the Division’s informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, Adam F. Turk Attorney-Adviser Enclosure cc: Sanford Lewis [email protected] JONES DAY NORTHPOINT • 901 LAKESIDEAVENUE • CLEVELAND,OHIO 44114.1190 TELEPHONE: + 1.216.586.3939 • FACSIMILE: + 1 .216.579.0212 January 21,2015 VIAE-MAIL shareholderoroposals@sec. gov U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, DC 20549 Re: The Sherwin-Williams Company- Omission of Shareholder Proposal­ Securities Exchange Act of 1934 - Rule 14a-8 Dear Ladies and Gentlemen: This letter is in connection with our request on December 11, 2014 (the "Initial Request'), attached hereto as Exhibit A, on behalf of The Sherwin-Williams Company, an Ohio corporation (the "Company"), that the Staff of the Division of Corporation Finance (the "Staff') of the Securities and Exchange Commission concur with the Company's view that the shareholder proposal and the statement in support thereof (the "Proposaf') submitted by CHE Trinity Health and its co-filers, Everance Financial, on behalf of Praxis Growth Index Fund, and Friends Fiduciary Corporation (collectively, the "Proponent'), and discussed in the Initial Request may be properly excluded from the proxy materials (the "Proxy Materials") to be distributed by the Company in connection with its 2015 Annual Meeting of the Shareholders. We are hereby notifying the Staff that the Proponent has withdrawn the Proposal as indicated in the correspondence attached hereto as Exhibit B. Accordingly, on behalf of the Company, we hereby withdraw the Company's request for a no-action letter from the Staff concurring with the Company's view that the Proposal may be excluded from the Proxy Materials. A copy of this letter is being provided to the Proponent. If we can be of any further assistance in this matter, please do not hesitate to call the undersigned at (216) 586-7103. Very truly yours, Attachments ALKHOBAR • AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS DUBAI • D0SSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • JEDDAH • LONDON • LOS ANGELES • MADRID MEXICO CITY • MIAMI • MILAN • MOSCOW • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH • RIYADH • SAN DIEGO SAN FRANCISCO • SAO PAULO • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON EXHIBIT A JONES DAY NORTHPOINT • 901 LAKESIDEAVENUE • CLEVELAND,OHIO 44114.1190 TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212 DIRECT NUMBER: (216) 586-71 03 [email protected] December 11, 2014 VIAE-MAIL [email protected] U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N .E. Washington, DC 20549 Re: The Sherwin-Williams Company- Omission of Shareholder Proposal- Securities Exchange Act of 1934 - Rule 14a-8 Ladies and Gentlemen: On behalf of The Sherwin-Williams Company, an Ohio corporation ("Sherwin-Williams" or the "Company"), pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934, we are writing to respectfully request that the Staff of the Division of Corporation Finance (the "Staff') of the Securities and Exchange Commission (the "SEC" or the "Commission") will not recommend enforcement action if the Company excludes from its proxy materials (the "2015 Proxy Materials") for its 2015 Annual Meeting of Shareholders (the "2015 Annual Meeting") a shareholder proposal and supporting statement (collectively, the "Proposal") submitted by CHE Trinity Health and its co-filers, Everance Financial, on behalf of Praxis Growth Index Fund, and Friends Fiduciary Corporation (collectively, the "Proponent"). Sherwin-Williams intends to file the 2015 Proxy Materials at least 80 days after the date ofthis letter. In accordance with the guidance found in Staff Legal Bulletin No. 14D (Nov. 7, 2008) and Rule 14a-8G), the Company has submitted this letter via electronic submission with the Commission and concurrently sent a copy of this correspondence to the Proponent. Accordingly, the Company is not enclosing the additional six copies ordinarily required by Rule 14a-8G). A copy of this letter and its exhibits is being sent to the Proponent via email to notify the Proponent of Sherwin-Williams' intention to exclude the Proposal from its 2015 Proxy Materials. Rule 14a-8(k) provides that proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Staff. Accordingly, the Company is taking this opportunity to inform the Proponent that if it elects to submit additional correspondence to the Staff with respect to the Proposal, a copy of that correspondence should ALKHOBAR • AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS DUBAI • DOSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • JEDDAH • LONDON • LOS ANGELES • MADRID MEXICO CITY • MIAMI • MILAN • MOSCOW • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH • RIYADH • SAN DIEGO SAN FRANCISCO • SAO PAULO • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON JONES DAY U.S. Securities and Exchange Commission December 11, 2014 Page2 concurrently be furnished to Catherine M. Kilbane, Senior Vice President, General Counsel and Secretary, The Sherwin-Williams Company, at [email protected], on behalf of Sherwin-Williams, pursuant to Rule 14a-8(k). L Summary of the Proposal The Proposal states, in relevant part: "Therefore be it resolved: Shareholders request the Board of Directors report to shareholders, by December 31, 2015, on options for policies and practices Sherwin Williams can adopt to reduce occupational and community health hazards by eliminating the use of lead in paint and coatings by a specified date. Such a report would be prepared at reasonable cost and omit confidential information such as proprietary or legally prejudicial data." The supporting statement included in the Proposal states as follows: "Proponents believe that a report should address such questions as the phase out period and time frame for eliminating the use of lead compounds in its paint and coatings by a specified date, future steps to ensure that no lead-containing compounds will be purchased by Sherwin Williams, and plans for the treatment and/or disposal oflead paint or lead-containing ingredients in its inventory." And the Proponent argued in its supporting statement that the requested action is justified because: "Whereas, the neurotoxic and developmental impacts of lead have been well established for decades, leading to global action to eliminate lead in gasoline; Whereas, a study published in the journal Lancet in December 2012 reported that lead accounts for 674,000 deaths each year, primarily due to its contribution to cardiovascular disease; Whereas, a study published in the journal Environmental Health Perspectives in September 2013 estimated that lead exposures are costing low and middle-income countries more than $977 billion annually in lost lifetime economic productivity; Whereas, in 2009 the United Nations' International Conference on Chemicals Management (ICCM) unanimously passed a resolution calling for the global elimination of lead in paint; JONES DAY U.S. Securities and Exchange Commission December 11, 2014 Page 3 Whereas, lead in paint for residential applications in the U.S. has been banned since 1978 and industrial applications in the domestic market have subsequently died out due to public and private sector specifications prohibiting the use of lead additives in coatings; Whereas, the Superior Court of California has held Sherwin Williams and other defendants responsible for the abatement of the public nuisance caused by the historical use oflead in paint and pigments in homes built before 1978; Whereas, in 20 14 the Circuit Court in the State of Wisconsin has ruled that cases against Sherwin Williams and other defendants who manufactured and sold white lead carbonate can go forward under the risk contribution doctrine; Whereas, in 2011 AkzoNobel, the world's largest paint company, removed the last lead compounds from use in its global product portfolio; Whereas, proponents believe that the continued use of lead compounds in our company's manufacturing and distribution channels can pose reputational and legal risks to our company; and Whereas, proponents believe it is in our company's interest to establish a policy and eliminate the use of all lead compounds in its products." A copy of the Proposal and related correspondence between the Company and the Proponent