Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) October 5, 2023

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware

1-14187

02-0642224

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


2628 Pearl Road, P.O. Box 777, Medina, Ohio		44258
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (330) 273-5090

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	RPM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07.

Submission of Matters to a Vote of Security Holders.

Annual Meeting Results

The Annual Meeting of Stockholders of the Company was held on October 5, 2023. The following matters were voted on at the Annual Meeting, and the results were as follows:

(i) Election of Robert A. Livingston, Frederick R. Nance and William B. Summers, Jr. as Directors of the Company. The nominees were elected as Directors with the following votes:

Robert A. Livingston


For			100,374,461
Withheld			6,814,513
Broker Non-Votes			9,559,461

Frederick R. Nance


For			90,091,514
Withheld			17,097,460
Broker Non-Votes			9,559,461

William B. Summers, Jr.


For			98,682,817
Withheld			8,506,157
Broker Non-Votes			9,559,461

In addition to the Directors above, the following Directors’ terms of office continued after the Annual Meeting: Kirkland B. Andrews, John M. Ballbach, Bruce A. Carbonari, Jenniffer D. Deckard, Salvatore D. Fazzolari, General Ellen M. Pawlikowski (Retired), Frank C. Sullivan and Elizabeth F. Whited.

(ii) The proposal to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, was approved with the following votes:


For			80,648,680
Against			25,902,019
Abstain			638,275
Broker Non-Votes			9,559,461

(iii) The non-binding, advisory vote on the frequency of future executive compensation votes received the following votes:


Every year			104,646,520
Every two years			376,919
Every three years			1,744,631
Abstain			420,904
Broker non-votes			9,559,461

In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Company has decided that it will hold an advisory stockholder vote on the Company’s executive compensation every year until the next required advisory vote on the frequency of future executive compensation votes, which will occur no later than the Company’s Annual Meeting of Stockholders in 2029.

(iv) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2024 was approved with the following votes:


For			116,342,457
Against			226,057
Abstain			179,921
Broker Non-Votes			0

For information on how the votes for the above matters were tabulated, see the Company’s Definitive Proxy Statement used in connection with the Annual Meeting of Stockholders on October 5, 2023.

Item 8.01.

Other Events.

On October 5, 2023, the Company issued a press release announcing an increase in its quarterly cash dividend. A copy of the press release is furnished with this current report on Form 8-K as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Press Release of the Company, dated October 5, 2023, announcing a dividend increase.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						RPM International Inc.
						(Registrant)
Date October 12, 2023

						/s/ Edward W. Moore
						Edward W. Moore
						Senior Vice President, General Counsel and Chief Compliance Officer

Exhibit 99.1

LOGO

RPM Increases Cash Dividend for 50^th Consecutive Year

● Quarterly payment of $0.46 per share is 10% increase over prior year

● Three directors re-elected at annual meeting of stockholders

● Julie Lagacy retires from board of directors

MEDINA, Ohio – October 5, 2023 – RPM International Inc. (NYSE: RPM) today announced at its annual meeting of stockholders that its board of directors declared a regular quarterly cash dividend of $0.46 per share, payable on October 31, 2023, to stockholders of record as of October 18, 2023. This payment represents a 10% increase over the $0.42 quarterly cash dividend paid at this time last year and is the 50^th consecutive year the company has increased its cash dividend.

“Increasing dividends for fifty consecutive years is a significant achievement, and the primary credit for this accomplishment goes to our associates. Throughout RPM’s history, they have innovated, adapted to changing market conditions and embraced our core values of transparency, trust and respect to deliver sustainable value for our shareholders, customers and other stakeholders. Over the last half century, RPM has returned approximately $3.3 billion in cash dividends to its shareholders. With our entrepreneurial spirit and strategically balanced business model, I am confident we will build on our strong track record of sustainable value creation,” said Frank C. Sullivan, RPM Chair and CEO.

Over the last half-century, total shareholder return when reinvesting dividends and excluding taxes has been nearly 115,000% or a CAGR over 15%¹. To put this into perspective, if you invested $1,000 in RPM stock on August 31, 1973, and reinvested dividends for the past 50 years, the total value of that investment (excluding taxes) as of August 31, 2023, would be over $1.1 million. This compares to a total value of $0.2 million for a $1,000 initial investment in the S&P 500^® over the same period with dividends reinvested and taxes excluded².

RPM’s 50th consecutive year of increased cash dividends paid to its stockholders places RPM in an elite category of less than half of 1 percent of all publicly traded U.S. companies. Only 41 other U.S. companies, besides RPM, have consecutively paid an increasing annual cash dividend for a longer period of time, according to Dividend Radar.

Mr. Sullivan published a public letter to shareholders commemorating this dividend milestone, which can be viewed at: rpminc.com/dividend/50-years-of-dividend-gold/

At the annual meeting of stockholders, three directors were re-elected to serve in Class III with three-year terms expiring at the annual meeting of stockholders in 2026. They are:

•

Robert A. Livingston, retired President and Chief Executive Officer, Dover Corporation

•

Frederick R. Nance, Executive Group Member and Global DEI Counsel, Squire Patton Boggs (US) LLP

•

William B. Summers, retired Chair and Chief Executive Officer, McDonald Investments Inc.

1 – Calculated by FactSet

2 – Source: Bloomberg Finance L.P.

S&P 500® is a trademark of S&P Global, Inc. or its affiliates

LOGO

Julie A. Lagacy retired from the board of directors, effective with the expiration of her term at the annual meeting of shareholders. Following her retirement, the authorized number of directors has been fixed at 11.

Sullivan added, “On behalf of the entire board of directors, I would like to thank Julie for her contributions to RPM over the past six years. We all benefited from her valuable experience and insights, particularly in relation to our Building a Better World sustainability program. We wish her all the best in her retirement and future endeavors.”

About RPM

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The company operates across four reportable segments: consumer, construction products, performance coatings and specialty products. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, DayGlo, Legend Brands, Stonhard, Carboline, Tremco and Dryvit. From homes and workplaces to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The company employs approximately 17,300 individuals worldwide. Visit www.RPMinc.com to learn more.

For more information, contact Matt Schlarb, Senior Director – Investor Relations, at 330-220-6064 or mschlarb@rpminc.com.

1 – Calculated by FactSet

2 – Source: Bloomberg Finance L.P.

S&P 500® is a trademark of S&P Global, Inc. or its affiliates

Document and Entity Information	Oct. 05, 2023
Cover [Abstract]
Entity Registrant Name	RPM INTERNATIONAL INC/DE/
Amendment Flag	false
Entity Central Index Key	0000110621
Document Type	8-K
Document Period End Date	Oct. 05, 2023
Entity Incorporation State Country Code	DE
Entity File Number	1-14187
Entity Tax Identification Number	02-0642224
Entity Address, Address Line One	2628 Pearl Road
Entity Address, Address Line Two	P.O. Box 777
Entity Address, City or Town	Medina
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44258
City Area Code	(330)
Local Phone Number	273-5090
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01
Trading Symbol	RPM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false