RPM 2020 Proxy Statement

PROPOSAL ONE ELECTION OF DIRECTORS The authorized number of Directors of the Company presently is fixed at 12, with the Board of Directors divided into three Classes. Currently, each Class has four Directors. The term of office of one Class of Directors expires each year, and at each Annual Meeting of Stockholders the successors to the Directors of the Class whose term is expiring at that time are elected to hold office for a term of three years. The term of office of Class III of the Board of Directors expires at this year’s Annual Meeting. The term of office of the persons elected Directors in Class III at this year’s Annual Meeting will expire at the time of the Annual Meeting held in 2023. Each Director in Class III will serve until the expiration of such Director’s term or until his or her successor shall have been duly elected. The Board of Directors’ nominees for election as Directors in Class III are Julie A. Lagacy, Robert A. Livingston, Frederick R. Nance and William B. Summers, Jr. Ms. Lagacy and Messrs. Livingston, Nance and Summers currently serve as Directors in Class III. Our Board of Directors unanimously recommends a vote FOR each of the nominees for Director named in this Proxy Statement for election to the Board of Directors. The Proxy holders named in the accompanying Proxy or their substitutes will vote such Proxy at the Annual Meeting or any adjournment or postponement thereof for the election as Directors of the four nominees unless the stockholder instructs, by marking the appropriate space on the Proxy, that authority to vote is withheld. If any nominee should become unavailable for election (which contingency is not now contemplated or foreseen), it is intended that the shares represented by the Proxy will be voted for such substitute nominee as may be named by the Board of Directors. In no event will the accompanying Proxy be voted for more than four nominees or for persons other than those named below and any such substitute nominee for any of them. 10