Retirement of Dr. Jerry Sue Thornton from the Board of Directors
On July 17, 2017, Dr. Jerry Sue Thornton, a Director of RPM International Inc. (the Company) since 1999, advised the Company that
she will retire from the Companys Board of Directors (the Board) effective as of July 18, 2017.
Appointment of Julie A. Lagacy to
the Board of Directors
On July 18, 2017, the Board appointed Julie A. Lagacy to Class III of the Board. Ms. Lagacy replaces Dr.
Jerry Sue Thornton, who retired from the Board effective on July 18, 2017. Ms. Lagacys term will expire at the Companys Annual Meeting of Stockholders on October 5, 2017 (the 2017 Annual Meeting), at which time she will stand
for re-election to the Board by the Companys stockholders. She will serve on the Boards Audit Committee. Ms. Lagacy is the Vice President of Global Information Services and Chief Information Officer of Caterpillar Inc. (NYSE: CAT).
Ms. Lagacys compensation for her service as a director will be consistent with that of the Companys other directors who are not
employees or consultants of the Company, as described in the Companys definitive proxy statement filed with the Securities and Exchange Commission on August 24, 2016 under the caption Director Compensation, which portion of such
proxy statement is incorporated herein by reference.
In connection with her appointment as a director, the Company and Ms. Lagacy entered
into an indemnification agreement effective as of July 18, 2017. The indemnification agreement is the same as the indemnification agreements the Company has entered into with each of its directors and executive officers. The indemnification
agreement requires the Company to indemnify Ms. Lagacy to the fullest extent permitted by law against all expenses, judgments, settlements, fines and penalties, actually and reasonably incurred in the defense or settlement of any civil, criminal,
administrative or investigative action brought against her by reason of her relationship with the Company, including third-party claims and proceedings brought by or in the right of the Company, subject to certain exceptions. The rights provided to
Ms. Lagacy under the indemnification agreement are in addition to any other rights she may be entitled to under the Companys Amended and Restated Certificate of Incorporation or Amended and Restated By-laws, the General Corporation Law of the
State of Delaware or otherwise. The description of the indemnification agreement set forth in this Item 5.02 is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement. The form of
indemnification agreement between the Company and each of its directors and executive officers was filed as Exhibit 10.14 to the Companys Quarterly Report on Form 10-Q for the quarter ended November 30, 2002 and is incorporated herein by
There are no arrangements or understandings between Ms. Lagacy and any other persons pursuant to which Ms. Lagacy was selected
as a director. There have been no transactions involving the Company or any of its subsidiaries in which Ms. Lagacy has or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.
On July 18, 2017, the Company issued a press release
announcing Dr. Thorntons retirement from the Board, and Ms. Lagacys appointment to the Board. The press release also announced that Robert A. Livingston, President and Chief Executive Officer of Dover Corporation, has been nominated as a
director candidate for election to the Board at the 2017 Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and furnished herewith.
RPM International Inc. (NYSE: RPM) owns subsidiaries that are world leaders in coatings, sealants, building materials and related services. From homes to precious landmarks worldwide, their brands are trusted by consumers and professionals alike to protect, improve and beautify. Among its leading consumer brands are Rust-Oleum, DAP and Zinsser. Learn more about RPM brands >>
RPM is a compelling long-term investment.
The percent by which RPM's 10-year total return has bested the S&P 500. More reasons >>
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