RPM International Files Definitive Proxy Statement

Ticker: RPM · Form: DEF 14A · Filed: Aug 22, 2024 · CIK: 110621

Rpm International Inc/De/ DEF 14A Filing Summary
FieldDetail
CompanyRpm International Inc/De/ (RPM)
Form TypeDEF 14A
Filed DateAug 22, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$20,000, $7.34 billion, $7.26 billion, $588.4 million, $478.7 million
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, governance, annual-meeting

TL;DR

RPM Intl (RPM) filed its proxy statement for the annual meeting - shareholders vote on directors & exec pay.

AI Summary

RPM International Inc. filed its definitive proxy statement (DEF 14A) on August 22, 2024, for its fiscal year ending May 31, 2024. The filing provides information for the upcoming annual meeting of stockholders, detailing matters such as the election of directors, executive compensation, and other corporate governance issues. The company is headquartered in Medina, Ohio.

Why It Matters

This filing is crucial for shareholders as it outlines the proposals to be voted on at the annual meeting, including director nominations and executive compensation, directly impacting corporate governance and shareholder rights.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) providing information to shareholders, not announcing new material events or financial results.

Key Numbers

  • 20241003 — Period of Report (Fiscal year end for which information is being provided.)
  • 20240822 — Filing Date (Date the definitive proxy statement was filed with the SEC.)

Key Players & Entities

  • RPM INTERNATIONAL INC/DE/ (company) — Filer
  • Medina, OH (location) — Company Headquarters
  • 20240822 (date) — Filing Date
  • 20241003 (date) — Period of Report

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, or definitive proxy statement, is used by companies to solicit proxies from shareholders for an upcoming annual or special meeting, providing detailed information on matters to be voted upon.

When is RPM International's fiscal year end?

RPM International's fiscal year ends on May 31st, as indicated by the 'FISCAL YEAR END: 0531' in the filing.

What is the filing date of this specific DEF 14A?

This definitive proxy statement was filed on August 22, 2024.

Where is RPM International Inc. headquartered?

RPM International Inc. is headquartered in Medina, Ohio, with its business and mailing addresses listed at 2628 Pearl Rd, P.O. Box 777.

What is the SIC code for RPM International Inc.?

The Standard Industrial Classification (SIC) code for RPM International Inc. is 2851, which corresponds to Paints, Varnishes, Lacquers, Enamels & Allied Products.

Filing Stats: 4,466 words · 18 min read · ~15 pages · Grade level 15 · Accepted 2024-08-22 08:30:45

Key Financial Figures

  • $20,000 — Company will pay a fee of approximately $20,000, plus expenses, to Innisfree for these
  • $7.34 billion — onsolidated net sales increased 1.1% to $7.34 billion in fiscal 2024 from $7.26 billion in fi
  • $7.26 billion — 1% to $7.34 billion in fiscal 2024 from $7.26 billion in fiscal 2023; Net income attributab
  • $588.4 million — al Inc. stockholders increased 22.9% to $588.4 million in fiscal 2023 from $478.7 million in f
  • $478.7 million — % to $588.4 million in fiscal 2023 from $478.7 million in fiscal 2023; Diluted earnings per
  • $4.56 — d earnings per share increased 22.6% to $4.56 in fiscal 2024 from $3.72 in fiscal 202
  • $3.72 — ased 22.6% to $4.56 in fiscal 2024 from $3.72 in fiscal 2023; and Cash provided by
  • $1.12 billion — ed by operating activities increased to $1.12 billion in fiscal 2024 from $577.1 million in f
  • $577.1 million — ed to $1.12 billion in fiscal 2024 from $577.1 million in fiscal 2023, with the increase drive
  • $0.46 — shares of the Company's Common Stock to $0.46 per share, an increase of 10.0% from th
  • $3.5 billion — the Company has returned approximately $3.5 billion in cash dividends to its stockholders.
  • $465 million — ement. The Company's goal is to achieve $465 million in incremental earnings before interest
  • $120 million — fiscal 2023, the Company generated over $120 million of benefits from MAP 2025-related initi
  • $160 million — fiscal 2024, the Company generated over $160 million of run-rate benefits from MAP 2025-rela
  • $55.0 m — this program at a cost of approximately $55.0 million, or an average cost of $104.50 pe

Filing Documents

Forward-Looking Statements

Forward-Looking Statements 72 Equity Compensation Plan Information 73 Delinquent Section 16(a) Reports 73 Proposal Four – Approval and Adoption of 2024 Omnibus Equity and Incentive Plan 74 Proposal Five – Ratification of Appointment of Independent Registered Public Accounting Firm 84 Report of the Audit Committee of the Board of Directors 86 Stock Ownership of Principal Holders and Management 87 Stockholder Proposals for 2025 Annual Meeting 89 Other Matters 90 TABLE OF CONTENTS 2628 PEARL ROAD MEDINA, OHIO 44256 PROXY STATEMENT Mailed on or about August 22, 2024 Annual Meeting of Stockholders to be held on October 3, 2024 This Proxy Statement is furnished in connection with the solicitation of Proxies by the Board of Directors of RPM International Inc. (the "Company" or "RPM") to be used at the Annual Meeting of Stockholders of the Company to be held on October 3, 2024, and any adjournment or postponement thereof. The time, place and purposes of the Annual Meeting are stated in the Notice of Annual Meeting of Stockholders which accompanies this Proxy Statement. The accompanying Proxy is solicited by the Board of Directors of the Company. All validly executed Proxies received by the Board of Directors of the Company pursuant to this solicitation will be voted at the Annual Meeting, and the directions contained in such Proxies will be followed in each instance. If no directions are given, the Proxy will be voted (i) FOR the amendment of the Amended and Restated Certificate of Incorporation, (ii) FOR the election of the three nominees listed on the Proxy, (iii) FOR Proposal Three relating to the advisory vote on executive compensation, (iv) FOR the approval and adoption of the Company's 2024 Omnibus Equity and Incentive Plan (the "2024 Omnibus Plan") and (v) FOR ratifying the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2025. Any person giving a Proxy purs

Executive Compensation

Executive Compensation The Company's executive compensation program utilizes a mix of base salary, annual cash incentives, equity awards and standard benefits to attract and retain highly qualified executives and maintain a strong relationship between executive pay and Company performance. Seventy-five percent (75%) of the votes cast on the Say-on-Pay proposal last year were voted in support of the compensation of our named executive officers, which was an increase over the prior year's sixty-seven percent (67%) approval level. In connection with last year's Say-on-Pay vote, the Company reached out

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