RPM International (RPM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 2, 2025, in a virtual format, with voting on director elections, executive compensation, and auditor ratification.

• Fiscal 2025 saw net sales rise 0.5% to $7.37B, net income up 17% to $688.7M, and EPS up 17.3% to $5.35.

• MAP 2025 restructuring program concluded, delivering record results and significant margin improvements.

• Dividend increased for the 51st consecutive year; $3.7B returned to shareholders over this period.

• Stock repurchases totaled $70M in fiscal 2025.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, an advisory say-on-pay proposal, and ratification of Deloitte & Touche LLP as auditor for fiscal 2026.

• Board recommends voting FOR all proposals.

• Proxy access by-law allows significant shareholders to nominate directors in company proxy materials.

Board of directors and corporate governance

• Board declassification is being phased in; all directors will serve one-year terms by 2026.

• Eleven of twelve directors are independent; all committee members are independent.

• Board committees: Audit, Compensation, Governance and Nominating, and Executive.

• Lead Director role defined; independent directors meet regularly in executive session.

• Stock ownership guidelines for directors and executives; all are compliant or within grace period.

• Majority voting policy for director elections; directors must tender resignation if not receiving majority support.