RPM International (RPM) AGM 2024 summary

Opening remarks and agenda

• Meeting opened with a formal session, including a review of annual and Q1 results, and concluded with a Q&A session for shareholders.

• Notice of the meeting was duly sent to shareholders, a quorum was established with 89% of shares represented, and the Annual Meeting was held on October 3, 2024, at NYSE.

Overview of voting outcomes

• Amendment to declassify the board and require annual director elections was approved with 80.2% of outstanding shares.

• Three directors were elected to Class II for one-year terms, each receiving about 96% of votes cast.

• Advisory approval of executive compensation passed with 93% of votes.

• 2024 Omnibus Equity and Incentive Plan approved with 96% of votes.

• Deloitte & Touche LLP ratified as independent auditor for FY2025 with 99% of votes.

• October 2024 meeting included approval of annual cash dividend increase.

Board and executive committee updates

• Board now fixed at 10 members following a director's retirement.

• Detailed backgrounds provided for all directors, highlighting expertise in finance, ESG, and industry leadership.

• Two directors, John M. Ballbach and Kirkland B. Andrews, recognized for their service and contributions as they retire.

• Leadership reaffirmed commitment to growth, sustainability, and shareholder value.