SEC Document


Table of Contents

 

PROXY STATEMENT SUMMARY (CONTINUED)

 

 

Summary of Compensation Paid to Frank C. Sullivan, the Company’s Chief Executive Officer, in Fiscal 2017

 

    Base salary – $970,000, which was 1.0% above his fiscal 2016 base salary.

 

    Annual cash incentive compensation – Annual cash incentive compensation of $730,000, which was 30.5% below his fiscal 2016 annual cash incentive compensation.

 

    Equity compensation – Stock appreciation rights (“SARs”) with 200,000 shares of Common Stock underlying the award and 4,200 shares of supplemental executive retirement plan (“SERP”) restricted stock. No PERS were granted in fiscal 2017, compared to the 50,000 PERS Mr. Sullivan received for fiscal 2016.

 

    Other compensation – Matching contribution of $10,800 under the Company’s 401(k); automobile allowance of $29,874; and life insurance premiums of $104,391.

Stockholder Actions

Proposal 1 – Election of Directors (see pages 10-16)

The Board of Directors has nominated four candidates for election to serve in Class III of the Board. The Board recommends that stockholders vote FOR the election of each nominee.

Proposal 2 – Advisory Vote to Approve the Company’s Executive Compensation (see pages 23-25)

The Board of Directors is seeking an advisory vote to approve the Company’s executive compensation. Before considering this proposal, please read the Compensation Discussion and Analysis in this Proxy Statement, which explains the Compensation Committee’s compensation decisions and how the Company’s executive compensation program aligns the interests of the executive officers with those of the Company’s stockholders. Although the vote is advisory and is not binding on the Board of Directors, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. The Board recommends that stockholders vote FOR the approval of the Company’s executive compensation.

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes to Approve the Company’s Executive Compensation (see page 26)

The Board of Directors is seeking an advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation. Before considering this proposal, please read the Compensation Discussion and Analysis in this Proxy Statement, which explains the Compensation Committee’s compensation decisions and how the Company’s executive compensation program aligns the interests of the executive officers with those of the Company’s stockholders. Although the vote is advisory and is not binding on the Board of Directors, the Compensation Committee will take into account the outcome of the vote when considering the frequency of future advisory votes to approve the Company’s executive compensation. The Board recommends that stockholders vote for future advisory votes on executive compensation to occur EVERY YEAR.

Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm (see page 59)

The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending May 31, 2018. The Board of Directors is seeking stockholder ratification of this appointment. The Board recommends that stockholders vote FOR ratification of the selection of Deloitte & Touche LLP.

 

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