UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 5, 2023. The following matters were voted on at the Annual Meeting, and the results were as follows:
(i) Election of Robert A. Livingston, Frederick R. Nance and William B. Summers, Jr. as Directors of the Company. The nominees were elected as Directors with the following votes:
Robert A. Livingston
| For |
100,374,461 | |||
| Withheld |
6,814,513 | |||
| Broker Non-Votes |
9,559,461 |
Frederick R. Nance
| For |
90,091,514 | |||
| Withheld |
17,097,460 | |||
| Broker Non-Votes |
9,559,461 |
William B. Summers, Jr.
| For |
98,682,817 | |||
| Withheld |
8,506,157 | |||
| Broker Non-Votes |
9,559,461 |
In addition to the Directors above, the following Directors’ terms of office continued after the Annual Meeting: Kirkland B. Andrews, John M. Ballbach, Bruce A. Carbonari, Jenniffer D. Deckard, Salvatore D. Fazzolari, General Ellen M. Pawlikowski (Retired), Frank C. Sullivan and Elizabeth F. Whited.
(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 |
80,648,680 | |||
| Against |
25,902,019 | |||
| Abstain |
638,275 | |||
| Broker Non-Votes |
9,559,461 |
(iii) The non-binding, advisory vote on the frequency of future executive compensation votes received the following votes:
| Every year |
104,646,520 | |||
| Every two years |
376,919 | |||
| Every three years |
1,744,631 | |||
| Abstain |
420,904 | |||
| Broker non-votes |
9,559,461 |
In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Company has decided that it will hold an advisory stockholder vote on the Company’s executive compensation every year until the next required advisory vote on the frequency of future executive compensation votes, which will occur no later than the Company’s Annual Meeting of Stockholders in 2029.
(iv) 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, 2024 was approved with the following votes:
| For |
116,342,457 | |||
| Against |
226,057 | |||
| Abstain |
179,921 | |||
| 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 5, 2023.
| Item 8.01. | Other Events. |
On October 5, 2023, 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 5, 2023, 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, 2023 | ||||||
| /s/ Edward W. Moore | ||||||
| Edward W. Moore | ||||||
| Senior Vice President, General Counsel and Chief Compliance Officer | ||||||