RPM International (RPM) Proxy filing summary

Executive summary

• Fiscal 2026 saw record sales of $7.86 billion, a 6.7% increase over the prior year, with net income of $661.4 million and strong cash flow of $898.7 million.

• The company continued its MAP 2025 operational improvement plan, focusing on organic growth, margin expansion, disciplined investment, and capital returns.

• The quarterly dividend was increased for the 52nd consecutive year, and the stock repurchase program was expanded by $700 million in July 2026.

• The annual meeting will be held virtually on October 8, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote to elect twelve directors, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as the independent auditor for fiscal 2027.

• Proxy access allows a group of up to 20 shareholders owning at least 3% of shares for three years to nominate up to 20% of the board.

• Proposals must be submitted by April 27, 2027, for inclusion in the 2027 proxy statement.

Board of directors and corporate governance

• The board is declassified, with all directors elected annually; 92% of directors are independent.

• Board committees include Audit, Compensation, Executive, and Governance and Nominating, all with independent members.

• The board emphasizes diversity (33% gender, 8% racial/ethnic) and an average tenure of 5.8 years.

• Lead Director role ensures independent oversight; annual self-evaluations and succession planning are in place.