UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 5.07. | Submission of Matters to a Vote of Security Holders. |
Annual Meeting Results
The Annual Meeting of Stockholders of the Company was held on October 6, 2022. The following matters were voted on at the Annual Meeting, and the results were as follows:
(i) Election of Kirkland B. Andrews, General Ellen M. Pawlikowski (Ret.), Frank C. Sullivan and Elizabeth F. Whited as Directors of the Company. The nominees were elected as Directors with the following votes:
Kirkland B. Andrews
| For |
99,192,309 | |||
| Withheld |
7,863,522 | |||
| Broker Non-Votes |
9,461,338 |
General Ellen M. Pawlikowski (Ret.)
| For |
106,599,027 | |||
| Withheld |
456,804 | |||
| Broker Non-Votes |
9,461,338 |
Frank C. Sullivan
| For |
102,527,071 | |||
| Withheld |
4,528,760 | |||
| Broker Non-Votes |
9,461,338 |
Elizabeth F. Whited
| For |
99,316,093 | |||
| Withheld |
7,739,738 | |||
| Broker Non-Votes |
9,461,338 |
In addition to the Directors above, the following Directors’ terms of office continued after the Annual Meeting: John M. Ballbach, Bruce A. Carbonari, Jenniffer D. Deckard, Salvatore D. Fazzolari, Julie A. Lagacy, Robert A. Livingston, Frederick R. Nance and William B. Summers, Jr.
(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 |
71,303,708 | |||
| Against |
35,067,370 | |||
| Abstain |
684,753 | |||
| Broker Non-Votes |
9,461,338 |
(iii) 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, 2023 was approved with the following votes:
| For |
116,040,895 | |||
| Against |
272,734 | |||
| Abstain |
203,540 | |||
| 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 6, 2022.
| Item 8.01. | Other Events. |
On October 6, 2022, 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release of the Company, dated October 6, 2022, 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 12, 2022 | ||||||
| /s/ Edward W. Moore | ||||||
| Edward W. Moore Senior Vice President, General Counsel and Chief Compliance Officer | ||||||
Exhibit 99.1
RPM INCREASES CASH DIVIDEND FOR 49TH CONSECUTIVE YEAR
• Quarterly payment of $0.42 per share is 5.0% increase over prior year
• Four Directors Re-Elected at Annual Meeting of Stockholders
MEDINA, Ohio — October 6, 2022 — 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 $0.42 per share, payable on October 31, 2022, to stockholders of record as of October 17, 2022. This payment represents a 5.0 percent increase over the $0.40 quarterly cash dividend paid at this time last year.
This action marks RPM’s 49th consecutive year of increased cash dividends paid to its stockholders, which 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 dividend for a longer period of time, according to Dividend Radar. During this timeframe, the company has returned approximately $3.1 billion in cash dividends to its stockholders. At a share price of $84.00, RPM’s annual dividend yield would be 2.0 percent.
“The incredible efforts of RPM associates and their ability to collaboratively address the challenges we’ve faced have enabled RPM to continue to drive growth, at the same time we are achieving greater operational efficiency across all our businesses,” stated Frank C. Sullivan, RPM chairman and CEO. “We remain committed to delivering sustainable, long-term value for our stockholders, and our 49th consecutive year of increasing our dividend exemplifies this commitment.”
At the meeting, four directors were re-elected to serve in Class I with three-year terms expiring at the annual meeting of stockholders in 2025. They included:
| • | Kirkland B. Andrews, executive vice president and chief financial officer of Evergy Inc. |
| • | General Ellen M. Pawlikowski, retired four-star general of the United States Air Force |
| • | Frank C. Sullivan, chairman and chief executive officer, RPM International Inc. |
| • | Elizabeth F. Whited, executive vice president – sustainability and strategy of Union Pacific Corporation |
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 employs approximately 16,800 individuals worldwide. Visit www.RPMinc.com to learn more.
Matt Schlarb, senior director – investor relations, at 330-220-6064 or [email protected].
Source: RPM International Inc.