PROXY
STATEMENT SUMMARY (CONTINUED)
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In November 2021, our subsidiary RPM Wood Finishes Group, Inc. (now RPM Industrial Coatings Group, Inc.) acquired Wood
Repair Products, Inc. (Wood Repair Products), an independent distributor of Mohawk finishing products. Wood Repair Products is headquartered in Orange, California, and has annual net sales of approximately $3.1 million.
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In February 2022, our subsidiary Tremco Incorporated acquired a division of The Lutz Company, an independent distributor of
Dryvits Exterior Insulation Finishing System (EIFS), plaster, stucco and drywall construction materials as well as a manufacturer/fabricator of EIFS panels, headquartered in Brooklyn Park, Minnesota with annual net sales of
approximately $1.2 million. |
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In April 2022, Euclid acquired Chryso North Americas cement grinding aids and additives. |
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, 2022, the Company
repurchased 601,155 shares of Common Stock under this program at a cost of approximately $52.5 million, or an average cost of $87.33 per share. 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.
Issuance of Sustainability Report Building a Better World
In August 2022, the Company issued its latest Sustainability Report, referred to as the Building a Better World Report. Building a Better World is the
Companys ongoing commitment to building a sustainable future across three pillars: Our Products, Our People and Our Processes. This commitment is supported by a foundation of corporate governance and ethical practices that emphasize the
Companys core values of transparency, trust and respect. In addition to providing information about the Companys products, people and processes, the Building a Better World Report identifies the following sustainability goals for 2025
(using 2021 data as the baseline):
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Reduce Scope 1 and Scope 2 greenhouse gas emissions from the Companys facilities by 20% per ton of production;
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Reduce energy consumed in the Companys facilities by 10%; |
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Reduce waste-to-landfill from the
Companys facilities by 10%; |
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Increase recycling at the Companys facilities by 20%; and |
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Identify and implement additional opportunities for water reuse and conservation. |