ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
The Dodd-Frank Act also contains a provision enabling our stockholders to indicate how frequently we should have a Say on Pay vote. This frequency
vote is required to be held at least once every six years. We last held a frequency vote at our Annual Meeting of Stockholders in 2011. At that meeting, our stockholders voted in favor of holding annual advisory votes on the compensation of the
named executive officers, and we have held annual votes each year since 2011.
After careful consideration, the Board of Directors believes we should continue to hold
annual advisory votes on the compensation of the named executive officers. In reaching its recommendation, the Board of Directors believes that an annual vote will continue to allow our stockholders to provide us with timely input on our executive
compensation philosophy, policies and programs.
Although this vote is advisory and not binding, the Board of Directors and the Company highly value the opinions of our
stockholders, and will consider the outcome of this vote when determining the frequency of future Say on Pay votes.
The option of every three, two, or
one years that receives the most votes cast by stockholders will be considered the advisory vote of the stockholders.
Our Board of Directors unanimously recommends
you vote for EVERY YEAR on Proposal 3 relating to the frequency of future advisory votes 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.
The percent by which RPM's 10-year total return has bested the S&P 500. More reasons >>
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