8-K

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 6, 2011

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware	1-14187	02-0642224
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
2628 Pearl Road, P.O. Box 777, Medina, Ohio		44258
(Address of principal executive offices)		(Zip Code)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 6, 2011. The following matters were voted on at the Annual Meeting and received the approval of the Company’s stockholders:

(i) Election of Frederick R. Nance, Charles A. Ratner, William B. Summers, Jr. and Jerry Sue Thornton as Directors of the Company. The nominees were elected as Directors with the following votes:

Frederick R. Nance

For	62,981,139
Withheld	35,641,704
Broker non-votes	18,485,654

Charles A. Ratner

For	83,197,280
Withheld	15,425,563
Broker non-votes	18,485,654

William B. Summers, Jr.

For	84,370,965
Withheld	14,251,878
Broker non-votes	18,485,654

Jerry Sue Thornton

For	83,632,987
Withheld	14,989,856
Broker non-votes	18,485,654

In addition to the Directors above, the following Directors’ terms of office continued after the Annual Meeting: David A. Daberko, William A. Papenbrock, Frank C. Sullivan, Thomas C. Sullivan, John P. Abizaid, Bruce A. Carbonari, James A. Karman, Donald K. Miller and Joseph P. Viviano.

(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	76,972,871
Against	20,703,393
Abstain	946,579
Broker non-votes	18,485,654

(iii) The non-binding, advisory vote on the frequency of future executive compensation votes received the following votes:

Every three years	29,931,707
Every two years	2,665,213
Every year	57,293,111
Abstain	1,687,644
Broker non-votes	18,485,654

The Board of Directors of the Company will consider the outcome of this stockholder advisory vote, and make a determination as to the frequency of future stockholder advisory votes regarding the compensation of the Company’s named executive officers at a later date. The Board’s determination will be disclosed thereafter on an amendment to this Current Report on Form 8-K.

(iv) The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2012 was approved with the following votes:

For	116,197,428
Against	508,373
Abstain	402,696
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 6, 2011.

Item 8.01. Other Events.

On October 6, 2011, 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 Number	Description
99.1	Press Release of the Company, dated October 6, 2011, 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.

	RPM International Inc. (Registrant)
Date October 12, 2011	/s/ Edward W. Moore
	Edward W. Moore
	Vice President, General Counsel and Chief Compliance Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release of the Company, dated October 6, 2011, announcing a dividend increase.

EX-99.1

Exhibit 99.1

RPM INCREASES CASH DIVIDEND FOR 38TH CONSECUTIVE YEAR

Quarterly payment of $0.215 per share is 2.4% increase over prior year

MEDINA, Ohio, Oct. 6, 2011 /PRNewswire via COMTEX/ —

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 $0.215 per share, payable on October 31, 2011, to stockholders of record as of October 17, 2011. This payment represents a 2.4 percent increase over the $0.21 quarterly cash dividend paid at this time last year.

This action marks RPM’s 38th 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 46 other companies, besides RPM, have consecutively paid an increasing annual dividend for this period of time or longer, according to the fall 2011 edition of the Mergent Handbook of Dividend Achievers. At a share price of $20.00, RPM’s dividend yield would be 4 percent.

“Dividend paying companies, like RPM, are a bright spot for investors in the currently volatile stock market. Research shows that for long-term investors they outperform non-dividend paying stocks and also reduce exposure to risk. RPM is a case in point as our cumulative total return to shareholders continues to outpace our peer group and the S&P 500, in part, due to our growing cash dividend,” stated chairman and chief executive officer Frank C. Sullivan. “For the period ended May 31, 2011, our ten-year total return was more than 95 percent higher than our peers and 221 percent higher than the S&P 500. Today’s dividend increase demonstrates our continued confidence in RPM’s performance, commitment to a growing dividend and desire to reward our long-term shareholders.”

About RPM

RPM International Inc., a holding company, owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services serving both industrial and consumer markets. RPM’s industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and specialty chemicals. Industrial brands include Stonhard, Tremco, illbruck, Carboline, Euco, Flowcrete and Universal Sealants. RPM’s consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement and by hobbyists. Consumer brands include Zinsser, Rust-Oleum, DAP, Varathane and Testors. Additional details are available at www.rpminc.com.

For more information, contact Robert L. Matejka, senior vice president and chief financial officer, at 330-273-5090 or rmatejka@rpminc.com.

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 capacity of raw materials, including assorted pigments, resins, solvents and other natural gas- and oil-based materials; packaging, including plastic 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) risks related to the adequacy of our contingent liability reserves; (j) risks and uncertainties associated with the SPHC bankruptcy proceedings; and (k) 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, 2011, 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.