SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 5, 2017
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
2628 Pearl Road, P.O. Box 777,
Registrants telephone number, including area code: (330) 273-5090
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Annual Meeting Results
The Annual Meeting of Stockholders of the Company was held on October 5, 2017. The following matters were voted on at the Annual Meeting
and received the approval of the Companys stockholders:
(i) Election of Julie A. Lagacy, Robert A. Livingston, Frederick R. Nance
and William B. Summers, Jr. as Directors of the Company. The nominees were elected as Directors with the following votes:
Julie A. Lagacy
Robert A. Livingston
Frederick R. Nance
William B. Summers, Jr.
In addition to the Directors above, the following Directors terms of office continued after the Annual
Meeting: John P. Abizaid, Bruce A. Carbonari, David A. Daberko, Jenniffer D. Deckard, Salvatore D. Fazzolari, Thomas S. Gross, Craig S. Morford and Frank C. Sullivan.
(ii) The proposal to approve, on an advisory, non-binding basis, the compensation of the Companys named executive officers, was approved
with the following votes:
(iii) The non-binding, advisory vote on the frequency of future executive compensation votes
received the following votes:
Every two years
Every three years
In accordance with the Board of Directors recommendation and the voting results on this advisory
proposal, the Company has decided that it will hold an advisory stockholder vote on the Companys executive compensation every year until the next required advisory vote on the frequency of future executive compensation votes, which will occur
no later than the Companys Annual Meeting of Stockholders in 2023.
(iv) The proposal to ratify the appointment of
Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending May 31, 2018 was approved with the following votes:
For information on how the votes for the above matters were tabulated, see the Companys Definitive Proxy
Statement used in connection with the Annual Meeting of Stockholders on October 5, 2017.
On October 5, 2017, the Company issued a press release announcing an
increase in its quarterly cash dividend. A copy of the press release is furnished with this current report on Form 8-K as Exhibit 99.1.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
RPM International Inc.
Senior Vice President, General Counsel and
Chief Compliance Officer
RPM Increases Cash Dividend for 44th Consecutive Year
Quarterly payment of $0.32 per share is 6.7% increase over prior year
MEDINA, Ohio(BUSINESS WIRE)Oct. 5, 2017 RPM International Inc. (NYSE: RPM) today announced at its annual meeting of stockholders that its
board of directors declared a regular quarterly cash dividend of $0.32 per share, payable on October 31, 2017, to stockholders of record as of October 16, 2017. This payment represents a 6.7 percent increase over the $0.30 quarterly cash
dividend paid at this time last year.
This action marks RPMs 44th consecutive year of increased cash dividends paid to its stockholders, which
places RPM in an elite category of less than half of 1 percent of all 19,000 publicly traded U.S. companies. Only 41 other companies, besides RPM, have consecutively paid an increasing annual dividend for this period of time or longer, according to
the 2017 edition of the Mergent Handbook of Dividend Achievers. At a share price of $51.50, RPMs dividend yield would be 2.5 percent.
The dividend increase today demonstrates our board of directors continued confidence in RPMs performance and long-term prospects for
growth, stated Frank C. Sullivan,
chairman and chief executive officer. Annually increasing the dividend is a key element in rewarding our shareholders with a cumulative total return that has outpaced the S&P 500 by 70 percent and
our peers by 28 percent over the ten-year period ended May 31, 2017.
At the meeting, four directors were elected to serve in Class III with
three-year terms expiring at the annual meeting of stockholders in 2020. They included Julie A. Lagacy, vice president of global information services and chief information officer of Caterpillar Inc.; Robert A. Livingston, president and chief
executive officer of Dover Corporation; Frederick R. Nance, global managing partner of Squire Patton Boggs (US) LLP; and William B. Summers, Jr., retired chairman and chief executive officer of McDonald Investments Inc., which is part of KeyBanc
RPM International Inc.
owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services across three segments. RPMs industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings
and other construction chemicals. Industrial companies include Stonhard, Tremco, illbruck, Carboline, Flowcrete, Euclid Chemical and RPM Belgium Vandex. RPMs consumer products are used by professionals and do-it-yourselfers for home
maintenance and improvement and by hobbyists. Consumer brands include Rust-Oleum, DAP, Zinsser, Varathane and Testors. RPMs specialty products include industrial cleaners, colorants, exterior finishes, specialty OEM coatings, edible coatings,
restoration services equipment and specialty glazes for the pharmaceutical and food industries. Specialty segment companies include Day-Glo, Dryvit, RPM Wood Finishes, Mantrose-Haeuser, Legend Brands, Kop-Coat and TCI. Additional details can be
found at www.RPMinc.com and by following RPM on Twitter at www.twitter.com/RPMintl.
For more information, contact Barry M. Slifstein, vice president
investor relations, at 330-273-5090 or firstname.lastname@example.org.
Source: RPM International Inc.
RPM International Inc.
Barry M. Slifstein, vice president
investor relations, 330-273-5090
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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