Current Report Filing (8-k)
November 28 2018 - 12:33PM
Edgar (US Regulatory)
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) November
28, 2018
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-14187
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02-0642224
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2628 Pearl Road, P.O. Box 777, Medina, Ohio
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44258
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company 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 7.01.
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Regulation FD Disclosure.
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On November 28, 2018, RPM International Inc. (the Company) will present a comprehensive update on its operating improvement
initiative, named the MAP to Growth (Margin Acceleration Plan), at an Investor Day event in Baltimore, Maryland. The Companys MAP to Growth presentation is attached hereto as
Exhibit 99.1
and is incorporated herein by reference. The
Companys MAP to Growth presentation, as well as a webcast of the Investor Day presentations, are also available at the Companys website (
www.RPMinc.com
).
The information in Item 7.01 to this Current Report on Form
8-K,
including
Exhibit 99.1
attached hereto, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, and
shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The Companys MAP to Growth
presentation includes certain data that do not directly conform to generally accepted accounting principles (GAAP), and certain data that has been restated for improved clarity, understanding and comparability, or pro forma. Tables
reconciling such non-GAAP data with the most directly comparable GAAP financial measures, where available without unreasonable effort, are available through the Companys website,
www.RPMInc.com
, under Investor Information/Presentations.
The Company has not provided a reconciliation of certain projected non-GAAP financial measures, including projected Adjusted EBIT (earnings before interest and taxes), projected Adjusted EBITDA (earnings before interest, taxes, depreciation and
amortization), and certain other projected non-GAAP financial measures for fiscal year 2021, because material terms that impact such measures are not in the Companys control and/or cannot be reasonably predicted, and therefore a reconciliation
of such measures is not available without unreasonable effort.
President Donald J. Trump has announced that he nominated General John P. Abizaid to serve as Ambassador Extraordinary and Plenipotentiary of
the United States of America to the Kingdom of Saudi Arabia. General Abizaids appointment is subject to ratification and confirmation by the U.S. Senate (Confirmation). In the event of General Abizaids Confirmation,
the Company expects that General Abizaid will submit his resignation from the Companys Board of Directors, effective upon such Confirmation.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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RPM International Inc.
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(Registrant)
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Date November 28, 2018
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/s/ Edward W. Moore
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Edward W. Moore
Senior Vice President,
General Counsel and Chief Compliance Officer
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