PROXY
STATEMENT SUMMARY (CONTINUED)
Stock Repurchase Program
On January 8, 2008, the Board of Directors authorized a stock repurchase program under which the Company may repurchase shares of its Common Stock at
managements discretion. As announced on November 28, 2018, the Company set a goal of returning $1.0 billion in capital to its stockholders by May 31, 2021 through share repurchases. On April 16, 2019, after taking into
account share repurchases under the Companys existing stock repurchase program to date, the Board of Directors authorized the repurchase of the remaining $600.0 million in value of Common Stock by May 31, 2021.
The Company temporarily suspended its stock repurchase program given the macroeconomic uncertainty resulting from the Covid-19
pandemic, but in January 2021 the Board of Directors authorized the resumption of stock repurchases. At the time of resuming the program, $469.7 million in value of Common Stock remained available for repurchase, and the Board of Directors
extended the stock repurchase program beyond its original May 31, 2021 expiration date until such time as that remaining $469.7 million has been returned to the Companys stockholders.
The Company may repurchase shares from time to time in the open market or in private transactions at various times and in amounts and for prices that management deems
appropriate, subject to insider trading rules and other securities law restrictions. The timing of purchases will depend upon prevailing market conditions, alternative uses of capital and other factors. The Company may limit or terminate the
repurchase program at any time.
During the fiscal year ended May 31, 2021, the Company repurchased 594,061 shares of Common Stock under this program at a cost
of approximately $50.0 million, or an average cost of $84.09 per share. During the fiscal year ended May 31, 2020, the Company repurchased 2,041,847 shares of Common Stock under this program at a cost of approximately $125.0 million,
or an average cost of $61.22 per share. During the fiscal year ended May 31, 2019, the Company repurchased 3,286,907 shares of Common Stock under this program at a cost of approximately $200.2 million, or an average cost of $60.92 per
share.
Adoption of Rooney Rule
In fiscal 2020, the Governance and
Nominating Committee of the Board of Directors adopted the Rooney Rule under which the Governance and Nominating Committee set forth in its Charter its commitment to include, for the purposes of filling any vacancies on the Board of
Directors, qualified candidates who reflect diverse backgrounds, including diversity of gender and ethnicity, in each search for new Directors.
Human Capital
Management
The Company fosters an environment that supports its associates as individuals and helps them thrive, incorporating sustainable best practices in
professional development, benefits, health and safety, and community involvement.
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Developing internal talent is critical to the Companys long-term success. The Companys Global
Organizational Leadership Development (GOLD) Team is charged with creating a leadership-led learning culture across the Company. The GOLD Team has developed several training programs to
support talent development, including Leaders of the Future, RPM University, U.S. Army War College Strategic Leader Staff Rides and partnering with the Center for Creative Leadership. Since the inception of these programs, the Company has seen
many participants advance their careers, and the retention of participants has been greater than 90%.
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The Company has long understood that to attract and retain top talent, and to share the benefits of a successful business,
it must maintain a premium benefits program for its associates. For U.S. associates, the Company offers an attractive benefits package, including defined benefit pension plans, medical, telehealth, tuition reimbursement and an employer-matched
401(k). The Company also offers an Employee Assistance Program (EAP) which focuses on behavioral health and also provides resources for financial and legal matters. Mental health support can be obtained both through the EAP and
telehealth. The Company offers similar ancillary benefits to its Canadian associates, and employees of the Companys other foreign subsidiaries receive benefits coverage, to the extent deemed appropriate, through plans that meet local
requirements.
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The Company has built its workforce, in part, through its commitment to create a diverse and inclusive culture. While there
are many examples in its corporate practices, policies, and internal and external programs, the Company is particularly proud of its Tremco/WTI partnership with Departments of Corrections. This program provides roof training to designated
inmates while still incarcerated. Upon release, WTI guarantees employment opportunities to qualified participants within a pay range of $16 to $23 per hour, plus benefits, depending on roof competency.
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The Company follows many best practices to ensure its associates come to work feeling empowered to safely do their
jobs. As part of its environmental management system, the Company continuously educates and trains to institutionalize health and safety values, set and monitor health and safety objectives, conduct regular risk assessments and process hazard
and root cause analysis, and actively enforces accident prevention and reporting policies.
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