SEC Document


Exhibit 99.1



RPM Announces Agreement with Elliott Management on New Initiatives to

Improve Operating and Financial Performance and Enhance Shareholder Value


    Two New Independent Directors, Kirkland (“Kirk”) B. Andrews and John M. Ballbach, with Highly Value-Added Skill Sets, Appointed to the Board of Directors


    Forms New Operating Improvement Committee of the Board to Conduct Comprehensive Business Review Focused on Operational and Financial Value Creating Initiatives


    Engages Leading Consulting Firm Focused on Operational Improvements

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 RPM’s 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.

RPM’s 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 OIC’s 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 RPM’s 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, RPM’s 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.”

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