0001193125-14-182465.txt : 20140505 0001193125-14-182465.hdr.sgml : 20140505 20140505161600 ACCESSION NUMBER: 0001193125-14-182465 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140429 ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics FILED AS OF DATE: 20140505 DATE AS OF CHANGE: 20140505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RPM INTERNATIONAL INC/DE/ CENTRAL INDEX KEY: 0000110621 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 020642224 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14187 FILM NUMBER: 14813645 BUSINESS ADDRESS: STREET 1: 2628 PEARL RD STREET 2: P O BOX 777 CITY: MEDINA STATE: OH ZIP: 44258 BUSINESS PHONE: 3302735090 MAIL ADDRESS: STREET 1: 2628 PEARL RD STREET 2: P O BOX 777 CITY: MEDINA STATE: OH ZIP: 44258 FORMER COMPANY: FORMER CONFORMED NAME: RPM INTERNATIONAL INC/OH/ DATE OF NAME CHANGE: 20021015 FORMER COMPANY: FORMER CONFORMED NAME: RPM INC/OH/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC POWDERED METALS INC DATE OF NAME CHANGE: 19711027 8-K 1 d721441d8k.htm 8-K 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) April 29, 2014

 

 

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-14187   02-0642224

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

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 5.05 Amendments to the Registrant’s Code of Ethics or Waiver of a Provision of the Code of Ethics.

On April 29, 2014, the Board of Directors of RPM International Inc. (the “Company”) adopted a new code of business conduct and ethics (entitled “The Values & Expectations of 168” and referred to herein as the “Values & Expectations”) which applies to all directors, officers, and employees of the Company. The Values & Expectations clarify certain provisions of the Company’s prior code of business conduct and ethics with respect to expectations for personal conduct across numerous topic areas, emphasize individual responsibility and accountability, encourage reporting and dialogue about ethics concerns, and focus on the core principles of integrity, commitment, responsible entrepreneurship and moral courage.

The description of the Values & Expectations contained in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Values & Expectations, which is publicly available on the Company’s website at www.rpminc.com/about-rpm/worldwide-code-guidelines/. In addition, stockholders may request a copy of the Values & Expectations, free of charge, by contacting the Company’s Manager of Investor Relations or through the Company’s website at www.rpminc.com.

The adoption of the Values & Expectations did not relate to or result in any waiver, explicit or implicit, of any provision of the Company’s prior code of business conduct and ethics. The Company will disclose any future amendments to, or waivers (for directors or executive officers) from, the Values & Expectations on the Company’s website promptly following the date of any such amendment or waiver.

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: May 5, 2014

 

/s/ Edward W. Moore

Edward W. Moore

Senior Vice President, General Counsel and

Chief Compliance Officer