8-K

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) August 22, 2022

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, P.O. Box 777, Medina, Ohio				44258
(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

Symbol(s)

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 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 7.01

Regulation FD Disclosure.

On August 24, 2022, RPM International Inc. (the “Company”), issued a press release announcing the Company’s Margin Achievement Plan operational improvement initiative (“MAP 2025”), a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Highlights of the Company’s goals under MAP 2025 include (i) $8.5 billion in revenue, (ii) 42 percent gross margin and (iii) 16 percent adjusted EBIT margin, each by May 31, 2025.

The information contained in Item 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 8.01

Other Events.

On August 22, 2022, the Company issued a press release announcing the issuance of its 2021 Sustainability Report – Building a Better World. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2.

Item 9.01

Exhibits.


Exhibit Number		Description

99.1		Press Release of the Company, dated August 24, 2022, announcing the Company’s MAP 2025 Operational Improvement Initiative.

99.2		Press Release of the Company, dated August 22, 2022, announcing the issuance of the Company’s 2021 Sustainability Report – Building a Better World.

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 August 24, 2022

						/s/ Edward W. Moore
						Edward W. Moore Senior Vice President, General Counsel and Chief Compliance Officer

Exhibit 99.1

LOGO

RPM INTERNATIONAL INC. ANNOUNCES MAP 2025 OPERATIONAL IMPROVEMENT INITIATIVE

•

RPM published its 2022 Summary Annual Report today, which includes highlights for MAP 2025

•

Details of MAP 2025 will be discussed during Investor Day on October 7, 2022

MEDINA, Ohio – August 24, 2022 – RPM International Inc. (NYSE: RPM) today announced its MAP 2025 (Margin Achievement Plan) operational improvement initiative. The initiative goals are highlighted in the company’s 2022 Annual Report, which can be accessed at https://www.2022ar.rpminc.com.

MAP 2025 is being launched following the successful completion of the 2020 MAP to Growth initiative. Through MAP 2025, RPM expects to accelerate growth, maximize operational efficiencies, and build a better world to generate superior value creation for the company’s customers, associates and shareholders. Goals of the initiative to be achieved by May 31, 2025, include:

•

$8.5 billion in annual revenue

•

42 percent gross margin

•

16 percent adjusted EBIT margin

The company will host an investor day on October 7, 2022, to provide more details on MAP 2025, as well as RPM’s sustainability initiatives and its Construction Products Group. The investor day will be webcast, with details about how to access the webcast provided closer to the event.

“MAP 2025 builds upon the successes we achieved with our previous MAP to Growth program,” stated Frank C. Sullivan, RPM chairman and CEO. “These new initiatives are designed to amplify the strengths of RPM’s entrepreneurial culture and accelerate our transformation into a more connected and efficient company.”

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.

For more information, contact Matt Schlarb, senior director – investor relations, at 330-220-6064 or [email protected].

Forward-Looking Statements

This press release contains “forward-looking statements” relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us and are subject to uncertainties and factors (including those specified below), which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties surrounding the volatility in financial markets, the availability of capital, and the viability of banks and other financial institutions; (b) the prices, supply and availability of raw materials, including assorted pigments, resins, solvents, and other natural gas-and oil-based materials; packaging, including plastic and metal containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (i) the timing of and the realization of anticipated cost savings from restructuring initiatives and the ability to identify additional cost savings opportunities; (j) risks related to the adequacy of our contingent liability reserves; (k) risks relating to the Covid pandemic; (l) risks related to adverse weather conditions or the impacts of climate change and natural disasters; (m) risks relating to the Russian invasion of Ukraine and other wars; (n) risks related to data breaches and data privacy violations; and (o) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2022, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.

Exhibit 99.2

LOGO

RPM International Inc. Issues 2021 Sustainability Report

MEDINA, Ohio – August 22, 2022 – RPM International Inc. (NYSE: RPM) has issued its 2021 Sustainability Report: Building a Better World. Building a Better World is RPM’s ongoing commitment to building a sustainable future across three pillars: Our Products, Our People and Our Processes, with a strong foundation in governance. The report reviews RPM’s progress toward the three pillars and highlights the company’s sustainability goals and strategy. The report is available at https://www.rpminc.com/sustainability.

Highlights include:

•

New 2025 sustainability goals

•

2022 associate survey found 83 percent of respondents have favorable engagement and 88 percent are proud to be a part of RPM

•

Issued first water stress analysis of all manufacturing locations

•

Appointment of vice president – compliance and sustainability to lead sustainability efforts

•

Expansion of associate training and educational opportunities that drive diversity and inclusion

•

Formation of Building a Better World Oversight Committee

Using 2021 data as a performance measurement base, RPM’s 2025 sustainability goals include:

•

Reduce Scope 1 and Scope 2 greenhouse gas emissions from RPM facilities by 20 percent per ton of production

•

Reduce energy consumed in RPM facilities by 10 percent per ton of production

•

Reduce waste-to-landfill from RPM facilities by 10 percent per ton of production

•

Increase recycling at RPM facilities by 20 percent per ton of production

•

Identify and implement additional opportunities for water reuse and conservation

RPM’s successful completion of the 2020 MAP to Growth Operating Improvement Program included the closure and consolidation of 31 manufacturing facilities and the institution of lean manufacturing disciplines and operating efficiency initiatives. Based on what the company was able to estimate given the limited data available from 2015, compared to 2021 on a per ton of production basis, the approximate reductions were as follows: greenhouse gas emissions by 40%, energy usage by 35%, and waste by 40%.

In September 2021, RPM appointed Tracy D. Crandall to lead the company’s sustainability efforts. As vice president – compliance and sustainability and associate general counsel, Crandall is responsible for the company’s global sustainability and environmental, social and governance initiative – Building a Better World.

“Sustainability is fundamental to who we are at RPM,” stated Frank C. Sullivan, Chairman and CEO of RPM International. “We are committed to being good corporate stewards with our products, for our people, and for the environment. This commitment is supported by a foundation built upon our values of transparency, trust and respect. Tracy’s enthusiastic leadership of RPM’s Building a Better World initiative will guide us along this journey and help us prioritize the areas where we can make the biggest impact.”

About RPM

For more information, contact Matt Schlarb, senior director – investor relations, at 330-220-6064 or [email protected].

Forward-Looking Statements

This press release contains “forward-looking statements” relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us and are subject to uncertainties and factors (including those specified below), which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties surrounding the volatility in financial markets, the availability of capital, and the viability of banks and other financial institutions; (b) the prices, supply and availability of raw materials, including assorted pigments, resins, solvents, and other natural gas-and oil-based materials; packaging, including plastic and metal containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (i) the timing of and the realization of anticipated cost savings from restructuring initiatives and the ability to identify additional cost savings opportunities; (j) risks related to the adequacy of our contingent liability reserves; (k) risks relating to the Covid pandemic; (l) risks related to adverse weather conditions or the impacts of climate change and natural disasters; (m) risks relating to the Russian invasion of Ukraine and other wars;(n) risks related to data breaches and data privacy violations; and (o) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2022, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.