RPM INTERNATIONAL INC. (NYSE:RPM) Files An 8-K Submission of Matters to a Vote of Security Holders

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RPM INTERNATIONAL INC. (NYSE:RPM) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

Annual Meeting Results

The Annual Meeting of Stockholders of the Company was held on October5, 2017. The following matters were voted on at the Annual Meeting and received the approval of the Company’s 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

For

101,651,854

Withheld

790,547

Broker non-votes

16,697,733

Robert A. Livingston

For

101,674,426

Withheld

767,975

Broker non-votes

16,697,733

Frederick R. Nance

For

101,135,716

Withheld

1,306,685

Broker non-votes

16,697,733

William B. Summers, Jr.

For

100,816,987

Withheld

1,625,414

Broker non-votes

16,697,733

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 Company’s named executive officers, was approved with the following votes:

For

97,080,598

Against

4,363,202

Abstain

998,601

Broker non-votes

16,697,733

(iii) The non-binding, advisory vote on the frequency of future executive compensation votes received the following votes:

Every year

87,558,511

Every two years

737,116

Every three years

13,500,340

Abstain

646,434

Broker non-votes

16,697,733

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 Company’s 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 Company’s Annual Meeting of Stockholders in 2023.

(iv) The proposal to ratify the appointment of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending May31, 2018 was approved with the following votes:

For

118,435,801

Against

279,812

Abstain

424,521

Broker non-votes

For information on how the votes for the above matters were tabulated, see the Company’s Definitive Proxy Statement used in connection with the Annual Meeting of Stockholders on October5, 2017.

On October5, 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.

Item 5.07. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1 Press Release of the Company, dated October5, 2017, announcing a dividend increase.

Exhibit Index


RPM INTERNATIONAL INC/DE/ Exhibit
EX-99.1 2 d474353dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 RPM Increases Cash Dividend for 44th Consecutive Year Quarterly payment of $0.32 per share is 6.7% increase over prior year MEDINA,…
To view the full exhibit click here

About RPM INTERNATIONAL INC. (NYSE:RPM)

RPM International Inc., through its subsidiaries, manufactures, markets and sells various specialty chemical product lines, including specialty paints, protective coatings, roofing systems, sealants and adhesives, focusing on the maintenance of industrial, specialty and consumer markets. The Company operates through three segments: the industrial reportable segment (industrial segment), the specialty reportable segment (specialty segment) and the consumer reportable segment (consumer segment). Its family of products includes those marketed under brand names, such as API, Carboline, CAVE, DAP, Day-Glo, Dri-Eaz, Dryvit, Euclid, EUCO, Fibergrate, Flecto, Flowcrete, Grupo PV, Hummervoll, illbruck, Mohawk, Rust-Oleum, Stonhard, TCI, Toxement, Tremco, Tuf-Strand, Universal Sealants, Viapol, Watco and Zinsser. As of May 31, 2016, its subsidiaries marketed products in approximately 164 countries and territories, and operated manufacturing facilities in approximately 120 locations.

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