RPM Announces Agreement with Elliott Management on New Initiatives to
Improve Operating and Financial Performance and Enhance Shareholder Value
MEDINA, OH June 28, 2018
RPM International Inc. (NYSE: RPM), a world leader in specialty coatings and sealants, today announced several new initiatives designed to bolster operational and financial improvement and enhance shareholder value. The initiatives announced
today include the appointment of two new independent directors to RPMs Board of Directors (the Board), Kirkland (Kirk) B. Andrews and John M. Ballbach, and the formation of a new Operating Improvement Committee
(OIC) of the Board. As part of its commitment to good corporate governance, the Company also announced that it will approve and recommend
amendments to its Amended and Restated Certificate of Incorporation to provide for an annually
elected Board. These initiatives follow constructive dialogue and collaboration with Elliott Management Corporation (Elliott) and entry into an associated cooperation agreement between RPM and affiliates of Elliott.
RPMs newly formed OIC will be composed of four independent directors: Kirk Andrews and Robert Livingston, who will serve as Co-Chairs, Thomas Gross and John Ballbach. Frank Sullivan, Chairman and CEO of RPM, will serve as a non-voting ex officio member. The OICs review, among other things,
will focus on operational and financial initiatives to create and enhance shareholder value. Certain of these initiatives will center around setting and achieving new company margin targets based on
top-performing industry standards and optimization of RPMs balance sheet, including streamlining working capital and implementing new capital allocation guidelines and capital return plans. The Company
has engaged AlixPartners, LLP, a leading outside management consulting firm, to work with the OIC and management on this review. RPM expects to provide a comprehensive update to the market as promptly as practicable, but in no event by later than
November 30, 2018. Concurrent with the announcement, the Company will introduce transparent metrics to track achievements relative to plan on a regular basis.
Over the past year, RPMs Board and management have begun working on initiatives to drive greater efficiency across our operations while
maintaining our growth momentum, said Mr. Sullivan. We have made some progress in reducing SG&A and identified key opportunities to improve manufacturing efficiencies, lower operating costs, and improve working capital. The
initiatives announced today position us to progress significantly on these plans. Both Kirk and John add new perspectives and proven operational track records to our Board, and we look forward to benefitting from their expertise and experience as we
take action to drive operational efficiencies, long-term performance, and value creation.
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.
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