RPM 2020 Proxy Statement

INFORMATION REGARDING MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS (CONTINUED) The Governance and Nominating Committee and the Board of Directors consider a diverse group of experiences, characteristics, attributes, and skills, including diversity in gender, ethnicity, race, cultural background, and age, in determining whether an individual is qualified to serve as a Director of the Company. Furthermore, in fiscal 2020, the Governance and Nominating Committee adopted the “Rooney Rule” under which the Governance and Nominating Committee set forth in its Charter its commitment to include, for the purposes of filling any vacancies on the Board of Directors, qualified candidates who reflect diverse backgrounds, including diversity of gender and ethnicity, in each search for new Directors. The Governance and Nominating Committee and the Board of Directors also consider the composition of the Board of Directors as a whole in evaluating whether a particular individual should serve on the Board of Directors, as the Board of Directors seeks to comprise itself of members which, collectively, possess a range of relevant skills, experience, and expertise. The Governance and Nominating Committee will consider potential candidates recommended by stockholders, current Directors, Company officers, employees and others. The Governance and Nominating Committee will use the above enumerated factors to consider potential candidates regardless of the source of the recommendation. Stockholder recommendations for director nominations may be submitted to the Secretary of the Company at P.O. Box 777, Medina, Ohio 44258, and they will be forwarded to the Governance and Nominating Committee for consideration, provided such recommendations are accompanied by sufficient information to permit the Governance and Nominating Committee to evaluate the qualifications and experience of the potential candidates. Recommendations should include, at a minimum, the following: • the name, age, business address and residence address of the proposed nominee; • the principal occupation or employment of the proposed nominee; • the number of shares of Common Stock which are beneficially owned by such candidate; • a description of all arrangements or understandings between the stockholder(s) making such nomination and each candidate and any other person or persons (naming such person or persons) pursuant to which nominations are to be made by the stockholder; • detailed biographical data and qualifications and information regarding any relationships between the candidate and the Company within the past three years; • any other information relating to the proposed nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; • any other information the stockholder believes is relevant concerning the proposed nominee; • a written consent of the proposed nominee(s) to being named as a nominee and to serve as a director if elected; • a written agreement of the proposed nominee(s) to comply with the provisions of the Company’s majority voting policy; • the name and record address of the stockholder who is submitting the notice; and • the number of shares of Common Stock which are owned of record or beneficially by the stockholder who is submitting the notice and the date such shares were acquired by the stockholder and if such person is not a stockholder of record or if such shares are owned by an entity, reasonable evidence of such person’s ownership of such shares or such person’s authority to act on behalf of such entity. Stockholders who desire to nominate a proposed nominee for Director at an Annual Meeting must also comply with the requirements set forth in the By-Laws concerning such nominations. Operating Improvement Committee Pursuant to the Cooperation Agreement, in June 2018 the Board of Directors formed the Operating Improvement Committee (the “Operating Improvement Committee”) comprised of Messrs. Andrews, Ballbach, Gross and Livingston as voting members, and Frank C. Sullivan as a non-voting, ex officio member. Messrs. Andrews and Livingston served as the co-chairs of the Operating Improvement Committee. The Operating Improvement Committee assisted and advised the Board of Directors on issues relating to the Company’s MAP to Growth, short-term and long-term balance sheet optimization plans, net working capital streamlining initiatives and initiatives regarding appropriate share repurchases. The Operating Improvement Committee met six times during the fiscal year ended May 31, 2020. In July 2020, the Board of Directors disbanded the Operating Improvement Committee, and its former duties are now addressed by the full Board of Directors. 19