INFORMATION REGARDING MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS (CONTINUED)
forth below is the current membership of each of the Committees, with the number of meetings held during the fiscal year ended May 31, 2017 in parentheses:
The Board of
Directors held four meetings during the fiscal year ended May 31, 2017. No Director, during the fiscal year ended May 31, 2017, attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors
held during the period that the Director served and (ii) the total number of meetings held by Committees of the Board of Directors on which the Director served, during the period that the Director served.
Independent Directors Meetings
Each of the Directors, other than
Mr. Sullivan, is a non-management Director. Each of the non-management Directors was independent within the meaning of the NYSE listing standards and the
Companys Corporate Governance Guidelines during fiscal 2017. The Companys independent Directors generally meet in executive sessions each year in January, April and July. Bruce A. Carbonari currently serves as Lead Director, and served
as the Lead Director for the January, April and July meetings of the Companys independent Directors in 2017. The Companys Corporate Governance Guidelines define such Lead Directors role and responsibilities.
Structure of the Board of Directors
By-Laws provide that one person may hold the position of Chairman of the Board of Directors and Chief Executive Officer. The Chief Executive Officer of the Company currently serves as the Chairman of the Board
of Directors. The Board of Directors believes that the Chief Executive Officer is best situated to serve as Chairman because he is one of the Directors most familiar with the Companys business and industry. The Board of Directors believes that
combining the roles of Chief Executive Officer and Chairman of the Board of Directors provides an efficient and effective leadership model for the Company by fostering clear accountability, effective decision-making, and alignment of corporate
strategy. The independent Directors bring experience, oversight, and expertise from outside the Company and its industry, while the
Chief Executive Officer brings Company and industry-specific experience and expertise. One of the key responsibilities of the Board of Directors is to develop strategic direction and hold
management accountable for the execution of managements strategy once it is developed.
The Corporate Governance Guidelines provide for a Lead Director, and
define such Lead Directors role and responsibilities. The Lead Director:
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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