エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 3, 2024
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-14187 | 02-0642224 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2628 Pearl Road, Medina, Ohio | 44256 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s 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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered |
||
| Common Stock, par value $0.01 | RPM | New York Stock Exchange |
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 3, 2024, in connection with his upcoming retirement, Edward W. Moore resigned from his position as Senior Vice President, General Counsel, Chief Compliance Officer and Secretary of RPM International Inc. (the “Company”), and Tracy D. Crandall, formerly Vice President — Compliance and Sustainability, Associate General Counsel and Assistant Secretary of the Company, was elected Vice President, General Counsel, Chief Compliance Officer and Secretary. Effective as of October 4, 2024, Mr. Moore became Corporate Counsel for the Company. A copy of the Company’s press release regarding these leadership transitions, dated October 4, 2024, is furnished with this Current Report on Form 8-K as Exhibit 99.1.
| 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 October 3, 2024. The following matters were voted on at the Annual Meeting, and the results were as follows:
(i) Approval of an amendment of the Company’s Amended and Restated Certificate of Incorporation to require the annual election of Directors:
| For |
103,257,626 | |||
| Against |
2,143,050 | |||
| Abstain |
419,284 | |||
| Broker Non-Votes |
9,444,026 |
For approval, at least 80% of the outstanding shares of the Company’s common stock must have voted in favor of the amendment of the Company’s Amended and Restated Certificate of Incorporation. Since 80.2% of the outstanding shares of the Company’s common stock voted for approval, the amendment of the Company’s Amended and Restated Certificate of Incorporation was approved by the Company’s stockholders.
(ii) Election of Bruce A. Carbonari, Jenniffer D. Deckard and Salvatore D. Fazzolari as Directors of the Company. The nominees were elected as Directors with the following votes:
Bruce A. Carbonari
| For |
98,677,911 | |||
| Withheld |
7,142,049 | |||
| Broker Non-Votes |
9,444,026 |
Jenniffer D. Deckard
| For |
104,813,771 | |||
| Withheld |
1,006,189 | |||
| Broker Non-Votes |
9,444,026 |
Salvatore D. Fazzolari
| For |
103,284,812 | |||
| Withheld |
2,535,148 | |||
| Broker Non-Votes |
9,444,026 |
In addition to the Directors above, the following Directors’ terms of office continued after the Annual Meeting: Kirkland B. Andrews, Robert A. Livingston, Frederick R. Nance, General Ellen M. Pawlikowski (Retired), Frank C. Sullivan, William B. Summers, Jr., and Elizabeth F. Whited.
(iii) 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 |
98,210,077 | |||
| Against |
7,071,735 | |||
| Abstain |
538,148 | |||
| Broker Non-Votes |
9,444,026 |
(iv) The proposal to approve the Company’s 2024 Omnibus Equity and Incentive Plan was approved with the following votes:
| For |
101,965,235 | |||
| Against |
3,445,520 | |||
| Abstain |
409,205 | |||
| Broker Non-Votes |
9,444,026 |
(v) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2025 was approved with the following votes:
| For |
114,588,698 | |||
| Against |
507,600 | |||
| Abstain |
167,688 | |||
| Broker Non-Votes |
0 |
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 October 3, 2024.
| Item 8.01. | Other Events. |
On October 3, 2024, 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 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description |
|
| 99.1 | Press Release of the Company, dated October 4, 2024, announcing leadership transitions. | |
| 99.2 | Press Release of the Company, dated October 3, 2024, announcing a dividend increase. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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. | ||||||
| (Registrant) | ||||||
| Date October 9, 2024 | ||||||
| /s/ Tracy D. Crandall |
||||||
| Tracy D. Crandall Vice President, General Counsel, Chief Compliance Officer and Secretary |
||||||
Exhibit 99.1
RPM General Counsel, Edward W. Moore, to Retire;
Tracy D. Crandall Elected RPM General Counsel
MEDINA, Ohio - October 4, 2024 RPM International Inc. (NYSE: RPM) today announced that Edward W. Moore, RPM’s senior vice president, general counsel and chief compliance officer will be retiring by the end of calendar 2024. As a result, Tracy D. Crandall, RPM’s current vice president—compliance and sustainability and associate general counsel, has been elected RPM’s vice president, general counsel and chief compliance officer effective October 4, 2024. Moore will continue as corporate counsel until his retirement.
Moore joined RPM in 2006 as vice president and general counsel. He added the title of chief compliance officer in 2011 and was elected senior vice president in 2013. While at RPM, Moore provided oversight for the legal and compliance department and the internal audit department as RPM grew from $3 billion in revenue to over $7 billion. Prior to joining RPM, he was an attorney with Calfee, Halter & Griswold LLP for almost 25 years. While at Calfee, Moore served in various capacities, including as a member of the executive committee, chair of the associates committee, and co-chair of the securities and capital markets group. In addition, he is a former director of The Legal Aid Society of Cleveland, and a former council commissioner of the Greater Cleveland Council of the Boy Scouts of America.
Crandall joined RPM in 2010 as associate general counsel. She was elected vice president in 2015. Compliance was added to her title in 2021, to reflect her oversight of the compliance function across RPM and the personnel carrying out RPM’s compliance initiatives. In 2022, sustainability was added to Crandall’s title to reflect additions to her responsibilities, including leadership of RPM’s global sustainability initiative – Building a Better World. Prior to joining RPM, she was a partner at Calfee, Halter & Griswold LLP and commercial counsel at GE Lighting. In addition, she has served or is currently serving on the Boards of Beech Brook, YMCA of Greater Cleveland and the Great Lakes Science Center. Crandall holds a bachelor’s degree from Bucknell University and a J.D. degree from Cleveland State University.
“Ed has been an exceptional leader, truly living the values of transparency, trust and respect during his tenure. His role in driving the Values & Expectations of 168 has been instrumental to the success of RPM,” stated Frank C. Sullivan, RPM chairman and CEO. “We thank Ed for his leadership and dedication to RPM, while welcoming Tracy to this role. We are excited for the experience Tracy brings and are confident she will continue to drive remarkable legal oversight across RPM.”
About RPM
RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The company operates across four reportable segments: consumer, construction products, performance coatings and specialty products. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, DayGlo, Legend Brands, Stonhard, Carboline, Tremco and Dryvit. From homes and workplaces to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The company is ranked on the Fortune 500® and employs approximately 17,200 individuals worldwide. Visit www.RPMinc.com to learn more.
For more information, contact Matt Schlarb, vice president – investor relations & sustainability, at 330-220-6064 or mschlarb@rpminc.com.
# # #
From Fortune ©2024 Fortune Media IP Limited. All rights reserved. Used under license. Fortune and Fortune 500 are registered trademarks of Fortune Media IP Limited and are used under license. Fortune and Fortune Media IP Limited are not affiliated with, and do not endorse the products or services of RPM International Inc.
Exhibit 99.2
RPM Increases Cash Dividend for 51st Consecutive Year
• Quarterly payment of $0.51 per share is 10.9% increase over prior year
• Three directors re-elected at annual meeting of stockholders
• As previously announced, Kirkland Andrews and John Ballbach stepping down from board of directors
MEDINA, Ohio – October 3, 2024 – 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 $0.51 per share, payable on October 31, 2024, to stockholders of record as of October 18, 2024. This payment represents a 10.9% increase over the $0.46 quarterly cash dividend paid at this time last year and is the 51st consecutive year the company has increased its cash dividend.
“Over the past year, our associates built upon our legacy of generating growth throughout economic cycles, which is allowing us to increase our dividend for the 51st consecutive year. They achieved this through the successful implementation of MAP 2025 operational improvement initiatives, focusing on repair and maintenance demand, and nimbly capturing new growth opportunities, which allowed us to generate record profitability and cash flow,” said Frank C. Sullivan, RPM Chair and CEO.
RPM’s 51st consecutive year of increased cash dividends paid to its stockholders places RPM in an elite category of less than half of 1 percent of all publicly traded U.S. companies. Only 41 other U.S. companies, besides RPM, have consecutively paid an increasing annual cash dividend for a longer period of time, according to Dividend Radar.
At the annual meeting of stockholders, proposal one was approved, and as a result, the classification of the Board of Directors will be phased out over the next three annual meetings. Additionally, three directors were re-elected to serve one-year terms expiring at the annual meeting of stockholders in 2025. They are:
| • | Bruce A. Carbonari, retired Chair and Chief Executive Officer, Fortune Brands, Inc. |
| • | Jenniffer D. Deckard, Chief Finance and Administration Officer of the Sisters of Notre Dame of the United States |
| • | Salvatore D. Fazzolari, former Chair and Chief Executive Officer of Harsco Corporation |
As previously announced, John M. Ballbach did not stand for reelection to the board of directors and Kirkland B. Andrews is expected to step down from the board of directors in January 2025.
Sullivan added, “On behalf of the board of directors and RPM, I would like to recognize Kirk and John for their dedicated service of the past six years. Their guidance and leadership played an important role in our ability to improve our operational efficiency and profitability, particularly through our MAP to Growth and MAP 2025 initiatives. We look forward to building on the progress that Kirk and John helped create to make RPM an even stronger and higher performing organization.”
About RPM
RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The company operates across four reportable segments: consumer, construction products, performance coatings and specialty products. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, DayGlo, Legend Brands, Stonhard, Carboline, Tremco and Dryvit. From homes and workplaces to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The company is ranked on the Fortune 500® and employs approximately 17,200 individuals worldwide. Visit www.RPMinc.com to learn more.
For more information, contact Matt Schlarb, Vice President – Investor Relations & Sustainability, at 330-220-6064 or mschlarb@rpminc.com.
From Fortune ©2024 Fortune Media IP Limited. All rights reserved. Used under license. Fortune and Fortune 500 are registered trademarks of Fortune Media IP Limited and are used under license. Fortune and Fortune Media IP Limited are not affiliated with, and do not endorse the products or services of RPM International Inc.