RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has reappointed Deloitte & Touche LLP as our independent registered public accounting firm to audit our financial statements for the current
year. The Board of Directors recommends ratification of the Audit Committees appointment of Deloitte & Touche LLP.
The selection of
Deloitte & Touche LLP as our independent registered public accounting firm is not required to be submitted to a vote of our stockholders for ratification. The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly
responsible for the appointment, compensation and oversight of our independent auditors. If our stockholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain Deloitte &
Touche LLP, and may retain that firm or another firm without re-submitting the matter to our stockholders. Even if our stockholders ratify the appointment, the Audit Committee may, in its discretion, direct
the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our stockholders. The affirmative vote of a majority of
the shares voting on this proposal is required for ratification.
A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting.
The representative will be given an opportunity to make a statement if desired, and will be available to respond to stockholder questions.
Our Board of Directors
unanimously recommends a vote FOR Proposal Four to ratify the Audit Committees appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2018.
The decision to engage Deloitte & Touche LLP was made by the Companys Audit Committee.
Independent Registered Public Accounting Firm Services and Related Fee Arrangements
During the fiscal years ended May 31, 2017 and 2016, various audit services and non-audit services were provided to the
Company by Deloitte & Touche LLP. Set forth below are the aggregate fees billed for these services, all of which were pre-approved by the Audit Committee, for the last two fiscal years:
Audit Fees: The aggregate fees billed for professional services rendered for the audit of the Companys financial statements
for the fiscal years ended May 31, 2017 and 2016 and for the reviews of the financial statements included in the Companys quarterly reports on Form 10-Q for the fiscal years ended May 31, 2017
and 2016 were $6,900,000 and $5,085,000, respectively.
Audit-Related Fees: The aggregate fees relating primarily to attention to other advisory services
related to the implementation of new accounting standards billed by Deloitte & Touche LLP were $230,000 and $242,000 for the fiscal years ended May 31, 2017 and 2016, respectively.
Tax Fees: The aggregate fees relating to tax compliance, advice and planning billed by Deloitte & Touche LLP were $476,000 and $13,000 for the fiscal
years ended May 31, 2017 and 2016, respectively.
All Other Fees: All other fees of $117,000 billed by Deloitte & Touche LLP for the fiscal year
ended May 31, 2016 pertain to non-audit related services provided to assess certain strategic activities contemplated by the Company.
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 >>
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