SEC Document


Table of Contents

 

STOCK OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT (CONTINUED)

 

 

(4) According to an amended Schedule 13G filed with the Commission on January 25, 2017, BlackRock, Inc., together with its subsidiaries BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd., BlackRock Investment Management, LLC and BlackRock Life Limited (together, “BlackRock”), as of December 31, 2016, has sole voting power over 9,713,703 shares of Common Stock, and sole dispositive power over the 10,162,608 shares of Common Stock shown in the table above. BlackRock is located at 55 East 52nd Street, New York, New York 10055.

 

(5) Mr. Abizaid is a Director of the Company.

 

(6) Mr. Carbonari is a Director of the Company.

 

(7) Mr. Daberko is a Director of the Company.

 

(8) Ms. Deckard is a Director of the Company.

 

(9) Mr. Fazzolari is a Director of the Company.

 

(10) Mr. Gordon is an executive officer of the Company. His ownership is comprised of 116,321 shares of Common Stock which he owns directly and 28,165 shares of Common Stock issuable under stock-settled stock appreciation rights currently exercisable or exercisable within 60 days of May 31, 2017.

 

(11) Mr. Gross is a Director of the Company.

 

(12) Ms. Kastner is an executive officer of the Company. Her ownership is comprised of 86,834 shares of Common Stock which she owns directly, 6,404 shares of Common Stock issuable under stock-settled stock appreciation rights currently exercisable or exercisable within 60 days of May 31, 2017, and approximately 938 shares of Common Stock held by Wells Fargo Bank, N.A., as trustee of the RPM International Inc. 401(k) Plan, which represents Ms. Kastner’s approximate percentage ownership of the total shares of Common Stock held in the RPM International Inc. 401(k) Plan as of May 31, 2017.

 

(13) Ms. Lagacy is a Director of the Company.

 

(14) Mr. Livingston has been nominated by the Board of Directors to serve as a Director of the Company.

 

(15) Mr. Moore is an executive officer of the Company. His ownership is comprised of 87,582 shares of Common Stock which he owns directly and 9,230 shares of Common Stock issuable under stock-settled stock appreciation rights currently exercisable or exercisable within 60 days of May 31, 2017.

 

(16) Mr. Morford is a Director of the Company.

 

(17) Mr. Nance is a Director of the Company. Mr. Nance pledged 5,569 of his shares of Common Stock prior to the Company amending its insider trading policy in fiscal 2017 to prohibit such practice, with limited exceptions.

 

(18) Mr. Rice is an executive officer of the Company. His ownership is comprised of 372,766 shares of Common Stock which he owns directly, 170,454 shares of Common Stock issuable under stock-settled stock appreciation rights currently exercisable or exercisable within 60 days of May 31, 2017, and approximately 4,754 shares of Common Stock held by Wells Fargo Bank, N.A., as trustee of the RPM International Inc. 401(k) Plan, which represents Mr. Rice’s approximate percentage ownership of the total shares of Common Stock held in the RPM International Inc. 401(k) Plan as of May 31, 2017.

 

(19) Mr. Sullivan is a Director and an executive officer of the Company. Mr. Sullivan’s ownership is comprised of 1,010,373 shares of Common Stock which he owns directly, 3,000 shares of Common Stock which he holds as custodian for his son, 464,456 shares of Common Stock issuable under stock-settled stock appreciation rights currently exercisable or exercisable within 60 days of May 31, 2017, 12,405 shares of Common Stock which are held in a trust for the benefit of Mr. Sullivan’s sons, 15,000 shares of Common Stock held by a limited liability company of with Mr. Sullivan is one-fifth owner and a managing member, 9,630 shares of Common Stock held in a trust for the benefit of Mr. Sullivan, and approximately 4,385 shares of Common Stock held by Wells Fargo Bank, N.A., as trustee of the RPM International Inc. 401(k) Plan, which represents Mr. Sullivan’s approximate percentage ownership of the total shares of Common Stock held in the RPM International Inc. 401(k) Plan as of May 31, 2017. Ownership of the shares of Common Stock held as custodian for his sons and those held in trusts for the benefit of his sons is attributed to Mr. Sullivan pursuant to Commission rules.

 

(20) Mr. Summers is a Director of the Company.

 

(21) Dr. Thornton retired from the Board of Directors on July 18, 2017. Dr. Thornton received a portion of her Directors’ fees in the form of stock equivalent units in connection with the Company’s Deferred Compensation Program. As of May 31, 2017, Dr. Thornton had approximately 19,202 stock equivalent units in the Deferred Compensation Program, which stock equivalent units are excluded from the amount reported in the table pursuant to Commission guidance.

 

(22) The number of shares of Common Stock shown as beneficially owned by the Directors, Director nominees and executive officers as a group on May 31, 2017 includes approximately 14,039 shares of Common Stock held by Wells Fargo Bank, N.A., as trustee of the RPM International Inc. 401(k) Plan, which represents the group’s approximate percentage ownership of the total shares of Common Stock held in the RPM International Inc. 401(k) Plan as of May 31, 2017.

 

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