UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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.
| Item 8.01. | Other Events. |
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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Form of Indemnification Agreement entered into by and between the Company and each of its Directors and Executive Officers, which is incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2002 (File No. 001-14187). | |
| 99.1 | Press Release of the Company, dated October 27, 2021, announcing the appointment of Elizabeth F. Whited to the Board. | |
| 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 27, 2021 | ||||||
| /s/ Edward W. Moore | ||||||
| Edward W. Moore Senior Vice President, General Counsel and Chief Compliance Officer |