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2628 PEARL ROAD • P.O. BOX 777

MEDINA, OHIO 44258

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the Annual Meeting of Stockholders of RPM International Inc. will be held at the Holiday Inn located at Interstate 71 and Route 82 East, Strongsville, Ohio, on Thursday, October 5, 2017, at 2:00 p.m., Eastern Daylight Time, for the following purposes:

 

(1) To elect four Directors in Class III for a three-year term ending in 2020;

 

(2) To hold a non-binding, advisory vote to approve the Company’s executive compensation;

 

(3) To hold a non-binding, advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation;

 

(4) To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2018; and

 

(5) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Holders of shares of Common Stock of record at the close of business on August 11, 2017 are entitled to receive notice of and to vote at the Annual Meeting.

By Order of the Board of Directors.

 

EDWARD W. MOORE

Secretary

 

August 24, 2017

Please fill in and sign the enclosed Proxy and return the Proxy

in the envelope enclosed herewith.


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