PROPOSAL TWO (CONTINUED)
This advisory vote on executive compensation is not binding on us. However, the Board of Directors and the
Compensation Committee highly value the opinions of our stockholders. To the extent there is a significant vote against this proposal, we will seek to determine the reasons for our stockholders concerns, and the Compensation Committee will
evaluate whether any actions are necessary to address those concerns when making future executive compensation decisions.
Proposal Two will be decided
by the vote of the holders of a majority of the shares entitled to vote thereon present in
person or by proxy at the Annual Meeting. In voting for Proposal Two, votes may be cast in favor, against or abstained. Abstentions will count as present and will have the effect of a vote
against Proposal Two. Broker non-votes, however, are not counted as present for purposes of determining whether Proposal Two has been approved, and will have no effect on the outcome of Proposal Two.
Our Board of Directors unanimously recommends a vote FOR Proposal Two relating to the advisory vote on executive compensation.
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.
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