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 22, 2021

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

Appointment of Elizabeth F. Whited to the Board of Directors

On October 22, 2021, the Board of Directors (the “Board”) of RPM International Inc. (the “Company”) appointed Elizabeth F. Whited to Class I of the Board. Ms. Whited’s term will expire at the Company’s Annual Meeting of Stockholders in 2022, at which time she will stand for re-election to the Board by the Company’s stockholders. She will serve on the Board’s Compensation Committee. Ms. Whited is the Executive Vice President and Chief Human Resource Officer of Union Pacific Corporation (NYSE: UNP).

Ms. Whited’s compensation for her service as a director will be consistent with that of the Company’s other directors who are not employees or consultants of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 25, 2021 under the caption “Director Compensation,” which portion of such proxy statement is incorporated herein by reference.

In connection with her appointment as a director, the Company and Ms. Whited entered into an indemnification agreement effective as of October 22, 2021. The indemnification agreement is the same as the indemnification agreements the Company has entered into with each of its directors and executive officers. The indemnification agreement requires the Company to indemnify Ms. Whited to the fullest extent permitted by law against all expenses, judgments, settlements, fines and penalties, actually and reasonably incurred in the defense or settlement of any civil, criminal, administrative or investigative action brought against her by reason of her relationship with the Company, including third-party claims and proceedings brought by or in the right of the Company, subject to certain exceptions. The rights provided to Ms. Whited under the indemnification agreement are in addition to any other rights she may be entitled to under the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated By-laws, the General Corporation Law of the State of Delaware or otherwise. The description of the indemnification agreement set forth in this Item 5.02 is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement. The form of indemnification agreement between the Company and each of its directors and executive officers was filed as Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2002 and is incorporated herein by reference.

There are no arrangements or understandings between Ms. Whited and any other persons pursuant to which Ms. Whited was selected as a director. There have been no transactions involving the Company or any of its subsidiaries in which Ms. Whited has or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.

On October 27, 2021, the Company issued a press release announcing Ms. Whited’s appointment to the Board. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

(d) Exhibits.

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.

EX-99.1

Exhibit 99.1

Elizabeth F. Whited Named to RPM Board of Directors

MEDINA, Ohio — October 27, 2021 — RPM International Inc. (NYSE: RPM) today announced that it has elected Elizabeth F. Whited to its board of directors effective October 22, 2021. She will serve on RPM’s compensation committee and will stand for election by the stockholders at the 2022 annual meeting. Whited is executive vice president and chief human resource officer at Union Pacific Corporation.

Ranked number 153 on the Fortune 500 list, Union Pacific Corporation is one of America’s leading transportation companies. Its principal operating company, Union Pacific Railroad, is North America’s premier railroad franchise, covering 23 states across the western two thirds of the United States. With revenues of $19 billion, Union Pacific is publicly traded on the New York Stock Exchange.

Whited joined Union Pacific in 1987 and has held a variety of executive roles in strategic planning, investor relations, ESG, finance, and marketing and sales, including president of subsidiary Union Pacific Distribution Services. In 2016, she was named executive vice president and chief marketing officer. She has served in her current role as executive vice president and chief human resource officer since 2018. Additionally, she was recently named 2021 Railway Woman of the Year by the League of Railway Women. Whited earned her Bachelor of Business Administration degree from the University of Iowa.

“Beth is a respected leader and well-rounded executive with extensive background in management, marketing, investor relations, finance, strategic planning and ESG initiatives. Her depth of experience, innovative ideas and fresh perspective will be impactful for RPM’s growth and provide value for our stockholders,” stated Frank C. Sullivan, RPM chairman and CEO.

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 Group, Construction Products Group, Performance Coatings Group and Specialty Products Group. RPM has a diverse portfolio with hundreds of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, Day-Glo, 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 15,500 individuals worldwide. Visit www.rpminc.com to learn more.

For more information, contact Russell L. Gordon, vice president and chief financial officer, at 330-273-5090 or rgordon@rpminc.com.

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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 effect of changes in interest rates, 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; and (m) 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, 2021, 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.