SEC Document

Table of Contents





  In November 2016, tremco illbruck acquired Adhere Industrial Tapes Ltd., a U.K.-based manufacturer of foam tapes for use in construction and industrial applications with annual net sales of $6 million.


  In January 2017, Arnette Polymers, LLC, a Missouri-based manufacturer and supplier of specialty chemical raw materials, was acquired to be part of our RPM Performance Coatings Group. Arnette Polymers has annual net sales of $20 million.


  Prime Resins, a Georgia-based manufacturer of specialty chemicals and equipment for use in infrastructure construction and repair with annual net sales of $7 million, was acquired in January 2017 to be part of our USL business unit.


  Prochem, an Arizona-based manufacturer of commercial carpet and floor cleaning equipment and chemicals with annual net sales of $22 million, was acquired by Legend Brands in January 2017.


  In January 2017, we acquired Touch ‘n Foam, the foam division of Missouri-based Clayton Corporation, to be part of our DAP Group. Best known for its consumer spray-polyurethane foam brand Touch ‘n Foam and its industrial brand Touch ‘n Seal, the foam division has annual net sales of $60 million.


  In February 2017, we acquired SPS Group, a Netherlands-based manufacturer of decorative and specialty coatings for maintenance and renovation applications, to be part of our Rust-Oleum European business. SPS Group has annual net sales of $60 million.


  In July 2017, we acquired Key Resin Company, an Ohio-based manufacturer of polymer flooring and coating systems, to be one of our Euclid Group’s companies. Key Resins has annual net sales of $25 million.

Stock Repurchase Program

On January 8, 2008, the Board of Directors authorized a stock repurchase program under which the Company may repurchase shares of its Common Stock at management’s discretion for general corporate purposes. The Company may limit or terminate the stock repurchase program at any time. During the fiscal year ended May 31, 2017, the Company did not purchase any shares of Common Stock under this program.

Corporate Governance

The Company is committed to meeting high standards of ethical behavior, corporate governance and business conduct. This commitment has led the Company to implement the following practices:


    Board Independence – eleven of twelve Directors and Director nominees are independent under the Company’s Corporate Governance Guidelines and NYSE listing standards. All members of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee are independent.


    Independent Directors Meetings – independent Directors meet in executive sessions each year in January, April and July, without management present.


    Lead Director – one independent Director serves as Lead Director.


    Majority Voting for Directors – in an uncontested election, any nominee for Director who receives more votes “withheld” from his or her election than votes “for” such election is expected to tender his or her resignation for prompt consideration by the Governance and Nominating Committee and by the Board of Directors.


    Director Tenure – the average tenure of our independent Directors will have decreased from 16.5 years for each of the 11 independent Directors in 2011 to 6.5 years upon the election of the four Director nominees at the Annual Meeting, and six new independent Directors will have joined the Board of Directors since April 2012.


    Stock Ownership Guidelines for Directors and Executive Officers – the Company adopted stock ownership guidelines for Directors and executive officers in July 2012, and the Company increased the stock ownership guidelines for Directors in July 2014. Each of the Directors and executive officers satisfies the stock ownership guidelines or is within the grace period provided by the stock ownership guidelines to achieve compliance.


    Annual Board and Chief Executive Officer Self-Evaluations – each year, the Governance and Nominating Committee of the Board of Directors administers self-evaluations of the Board of Directors and its committees, and the Compensation Committee of the Board of Directors administers an evaluation of the Chief Executive Officer.



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