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 8, 2015
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-14187 |
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02-0642224 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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2628 Pearl Road, P.O. Box 777, Medina, Ohio |
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44258 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 8, 2015. The following matters were voted on at the Annual Meeting
and received the approval of the Companys stockholders:
(i) Election of John P. Abizaid, Bruce A. Carbonari, Jenniffer D. Deckard,
Salvatore D. Fazzolari, and Thomas S. Gross as Directors of the Company. The nominees were elected as Directors with the following votes:
John P. Abizaid
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For |
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101,741,390 |
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Withheld |
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1,151,963 |
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Broker non-votes |
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16,025,101 |
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Bruce A. Carbonari
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For |
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101,219,570 |
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Withheld |
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1,673,783 |
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Broker non-votes |
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16,025,101 |
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Jenniffer D. Deckard
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For |
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96,504,773 |
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Withheld |
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6,388,580 |
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Broker non-votes |
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16,025,101 |
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Salvatore D. Fazzolari
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For |
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101,795,067 |
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Withheld |
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1,098,286 |
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Broker non-votes |
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16,025,101 |
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Thomas S. Gross
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For |
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101,459,600 |
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Withheld |
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1,433,753 |
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Broker non-votes |
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16,025,101 |
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In addition to the Directors above, the following Directors terms of office continued after the Annual
Meeting: David A. Daberko, Craig S. Morford, Frederick R. Nance, Charles A. Ratner, Frank C. Sullivan, Thomas C. Sullivan, William B. Summers, Jr., and Dr. Jerry Sue Thornton.
(ii) The proposal to approve, on an advisory, non-binding basis, the compensation of the
Companys named executive officers, was approved with the following votes:
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For |
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98,580,389 |
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Against |
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2,955,516 |
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Abstain |
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1,357,448 |
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Broker non-votes |
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16,025,101 |
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(iii) The proposal to ratify the appointment of Deloitte & Touche LLP as the Companys
independent registered public accounting firm for the fiscal year ending May 31, 2016 was approved with the following votes:
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For |
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117,450,200 |
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Against |
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924,171 |
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Abstain |
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544,083 |
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Broker non-votes |
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0 |
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For information on how the votes for the above matters were tabulated, see the Companys Definitive Proxy
Statement used in connection with the Annual Meeting of Stockholders on October 8, 2015.
On October 8, 2015, 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.
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Exhibit Number |
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Description |
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99.1 |
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Press Release of the Company, dated October 8, 2015, announcing a dividend increase. |
SIGNATURES
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.
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RPM International Inc. |
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(Registrant) |
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Date October 14, 2015 |
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/s/ Edward W. Moore |
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Edward W. Moore Senior Vice President,
General Counsel and Chief Compliance Officer |
Exhibit Index
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Exhibit Number |
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Description |
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99.1 |
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Press Release of the Company, dated October 8, 2015, announcing a dividend increase. |
Exhibit 99.1
RPM Increases Cash Dividend For 42nd Consecutive Year
Quarterly payment of $0.275 per share is 5.8% increase over prior year
MEDINA, Ohio, Oct. 8, 2015 /PRNewswire/ 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 $0.275 per share, payable on October 30, 2015, to stockholders of record as of October 19, 2015. This payment represents a 5.8 percent increase over the $0.26 quarterly cash dividend
paid at this time last year.
This action marks RPMs 42nd 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 19,000 publicly-traded U.S. companies. Only 45 other companies, besides RPM, have consecutively paid an increasing annual dividend for this period of time or longer, according to the 2015
spring edition of the Mergent Handbook of Dividend Achievers. At a share price of $43.50, RPMs dividend yield would be 2.5 percent.
We are
pleased to once again reward our shareholders by increasing our cash dividend, stated chairman and chief executive officer Frank C. Sullivan. It is through their investment of financial capital that we have been able to continually grow
the business and outperform the cumulative total return generated by both the S&P 500 and our peers over the past decade.
At the annual
meeting, RPM elected five directors to serve in Class II with terms expiring at the annual meeting of stockholders in 2018. They include John P. Abizaid, senior partner of JPA Partners LLC; Bruce A. Carbonari, retired chairman and chief executive
officer of Fortune Brands, Inc.; Jenniffer D. Deckard, president and chief executive officer of Fairmount Santrol Holdings Inc.; Salvatore D. Fazzolari, former chairman, president and chief executive officer of Harsco Corporation and Thomas S.
Gross, retired vice chairman and chief operating officer for the Electrical Sector of Eaton Corporation plc.
About RPM
RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services across three segments.
RPMs industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and other construction chemicals. Industrial companies include Stonhard, Tremco, illbruck, Carboline, Flowcrete, and Euclid Chemical.
RPMs consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement and by hobbyists. Consumer brands include Rust-Oleum, DAP, Zinsser, Varathane and Testors. RPMs specialty products include
industrial cleaners, colorants, exterior finishes, specialty OEM coatings, edible coatings, restoration services equipment and specialty glazes for the pharmaceutical and food industries. Specialty segment companies include Day-Glo, Dryvit, RPM Wood
Finishes, Mantrose-Haeuser, RPM Belgium, Legend Brands, Kop-Coat, and TCI. Additional details can be found at www.RPMinc.com and by following RPM on Twitter at www.twitter.com/RPMintl.
For more information, contact Barry M. Slifstein, vice president - investor relations, at 330-273-5090 or bslifstein@rpminc.com.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/rpm-increases-cash-dividend-for-42nd-consecutive-year-300156707.html
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