Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 7, 2021, Michael H. Sullivan's position as Vice President -
Operations and Chief Restructuring Officer of RPM International Inc. (the
"Company"), was eliminated in connection with the successful completion of the
Company's MAP to Growth operating improvement program. For purposes of his
Employment Agreement (the "Agreement"), the elimination of Mr. Sullivan's
position is regarded as a termination without cause. Mr. Sullivan's Agreement
was filed as an exhibit to the Company's Quarterly Report on Form 10-Q dated
October 7, 2020 and is incorporated herein by reference. The Company and
Mr. Sullivan have entered into a Separation Agreement and Release and Waiver of
Claims pursuant to which Mr. Sullivan will receive compensation and benefit
continuation substantially in accordance with the provisions of the Agreement.
Mr. Sullivan and the Company have also agreed to certain additional covenants
relating to confidentiality, disclosure and non-disparagement, provision of
assistance to the Company during the post-employment period, and remedies in the
event of a breach.
Also on October 7, 2021, to establish a more permanent manufacturing,
procurement and environmental, health and safety leadership team, Timothy R.
Kinser was appointed Vice President - Operations of the Company. Mr. Kinser, age
58, had been serving as Vice President - Procurement of the Company. In his new
role, Mr. Kinser will be responsible for the Company's manufacturing, supply
chain and environmental, health and safety functions across all business
segments. In 2018, Mr. Kinser moved from the Company's subsidiary DAP Products
Inc. ("DAP") to the Company's corporate headquarters, where he has since played
an integral role in establishing and managing the Company's center-led
procurement function as part of the MAP to Growth. He previously served as
executive vice president of operations for DAP. Prior to joining DAP in 2007, he
was executive director of manufacturing at a leading North American roofing
manufacturer and also spent more than a decade in various manufacturing and
operations positions at Florida Power & Light. Mr. Kinser earned a Bachelor of
Science degree in mechanical engineering from the University of Akron.
There are no arrangements or undertakings between Mr. Kinser and other persons
pursuant to which he was selected to serve as Vice President - Operations of the
Company, nor are there any family relationships between Mr. Kinser and any of
the Company's directors or executive officers. Mr. Kinser and the Company are
parties to a pre-existing Employment Agreement. Mr. Kinser has no material
interest in any transactions, relationships or arrangements with the Company
that would require disclosure under Item 404(a) of Regulation S-K promulgated
under the Securities Exchange Act of 1934, as amended.
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 7, 2021.
The following matters were voted on at the Annual Meeting, and the results were
as follows:
(i) Election of John M. Ballbach, Bruce A. Carbonari, Jenniffer D. Deckard and
Salvatore D. Fazzolari as Directors of the Company. The nominees were elected as
Directors with the following votes:
John M. Ballbach
For 102,495,200
Withheld 2,756,598
Broker Non-Votes 10,318,623
Bruce A. Carbonari
For 88,432,256
Withheld 16,819,542
Broker Non-Votes 10,318,623
Jenniffer D. Deckard
For 102,503,837
Withheld 2,747,961
Broker Non-Votes 10,318,623
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Salvatore D. Fazzolari
For 104,459,472
Withheld 792,326
Broker Non-Votes 10,318,623
In addition to the Directors above, the following Directors' terms of office
continued after the Annual Meeting: Kirkland B. Andrews, David A. Daberko, Julie
A. Lagacy, Robert A. Livingston, Frederick R. Nance, Frank C. Sullivan 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 97,178,461
Against 7,242,529
Abstain 830,808
Broker Non-Votes 10,318,623
(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, 2022 was approved with the following votes:
For 115,135,619
Against 245,240
Abstain 189,562
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 7, 2021.
Item 8.01. Other Events.
On October 7, 2021, 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.
On October 13, 2021, the Company issued a press release announcing the matters
described in Item 5.02 herein. A copy of the press release is furnished with
this current report on Form 8-K as Exhibit 99.2.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release of the Company, dated October 7, 2021,
announcing a dividend increase.
99.2 Press Release of the Company, dated October 13, 2021,
announcing the matters described in Item 5.02 herein.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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