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 9, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders held on October 9, 2014, the Company’s stockholders approved the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the “Omnibus Plan”). An aggregate of 6,000,000 shares of the Company’s common stock are authorized for issuance under the Omnibus Plan. A description of the Omnibus Plan was included in the Company’s Definitive Proxy Statement furnished in connection with the Annual Meeting of Stockholders held on October 9, 2014, and is incorporated herein by reference.
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 9, 2014. 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 Dr. Jerry Sue Thornton as Directors of the Company. The nominees were elected as Directors with the following votes:
| Frederick R. Nance | ||||
| For |
99,382,040 | |||
| Withheld |
2,291,291 | |||
| Broker non-votes |
18,322,410 | |||
| Charles A. Ratner | ||||
| For |
98,836,004 | |||
| Withheld |
2,837,327 | |||
| Broker non-votes |
18,322,410 | |||
| William B. Summers, Jr. | ||||
| For |
99,097,222 | |||
| Withheld |
2,576,109 | |||
| Broker non-votes |
18,322,410 | |||
| Dr. Jerry Sue Thornton | ||||
| For |
98,379,633 | |||
| Withheld |
3,293,698 | |||
| Broker non-votes |
18,322,410 |
In addition to the Directors above, the following Directors’ terms of office continued after the Annual Meeting: John P. Abizaid, Bruce A. Carbonari, David A. Daberko, Salvatore D. Fazzolari, Thomas S. Gross, Craig S. Morford, Frank C. Sullivan, Thomas C. Sullivan 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 |
82,550,416 | |||
| Against |
18,302,264 | |||
| Abstain |
820,651 | |||
| Broker non-votes |
18,322,410 |
(iii) The proposal to approve the RPM International Inc. 2014 Omnibus Equity and Incentive Plan was approved with the following votes:
| For |
97,557,411 | |||
| Against |
3,407,665 | |||
| Abstain |
708,255 | |||
| Broker non-votes |
18,322,410 |
(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, 2015 was approved with the following votes:
| For |
116,956,966 | |||
| Against |
2,718,164 | |||
| Abstain |
320,611 | |||
| 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 9, 2014.
Item 8.01. Other Events.
On October 9, 2014, 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 | |
| 10.1 | RPM International Inc. 2014 Omnibus Equity and Incentive Plan, which is incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, as filed with the Securities and Exchange Commission on August 26, 2014 (File No. 1-14187). | |
| 99.1 | Press Release of the Company, dated October 9, 2014, 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 16, 2014 | ||
| /s/ Edward W. Moore | ||
| Edward W. Moore Senior Vice President, General Counsel and Chief Compliance Officer | ||
Exhibit Index
| Exhibit Number |
Description | |
| 10.1 | RPM International Inc. 2014 Omnibus Equity and Incentive Plan, which is incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, as filed with the Securities and Exchange Commission on August 26, 2014 (File No. 1-14187). | |
| 99.1 | Press Release of the Company, dated October 9, 2014, announcing a dividend increase. | |
Exhibit 99.1
RPM Increases Cash Dividend For 41st Consecutive Year
Quarterly payment of $0.26 per share is 8.3% increase over prior year
MEDINA, Ohio, Oct. 9, 2014 /PRNewswire/ — 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 $0.26 per share, payable on October 31, 2014, to stockholders of record as of October 20, 2014. This payment represents an 8.3 percent increase over the $0.24 quarterly cash dividend paid at this time last year.
This action marks RPM’s 41st 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 2014 summer edition of the Mergent Handbook of Dividend Achievers. At a share price of $44.00, RPM’s dividend yield would be 2.4 percent.
“A continually increasing cash dividend is one of the primary ways we create value for our long-term shareholders,” stated chairman and chief executive officer Frank C. Sullivan. “It has been key to our ability to generate a cumulative total return that has outperformed both the S&P 500 and our peers over the past five- and ten-year periods.”
At the annual meeting, RPM re-elected four directors to serve in Class III with terms expiring at the annual meeting of stockholders in 2017. They include Frederick R. Nance, regional managing partner of Squire Patton Boggs (US) LLP; Charles A. Ratner, chairman of Forest City Enterprises, Inc.; William B. Summers, Jr., retired chairman and chief executive officer of McDonald Investments Inc., which is now a part of KeyBanc Capital Markets; and Dr. Jerry Sue Thornton, retired president of Cuyahoga Community College.
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, Flowcrete, Universal Sealants and Euco. 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 can be found at www.RPMinc.com and by following RPM on Twitter at www.twitter.com/RPMintl.
For more information, contact Barry M. Slifstein, vice president — investor relations and planning, at 330-273-5090 or bslifstein@rpminc.com.