RPM 2020 Proxy Statement

PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement and in the Company’s Annual Report on Form 10-K. For more complete information about these topics, please review the Company’s complete Proxy Statement and Annual Report on Form 10-K. RPM International Inc. RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The Company operates across four reportable segments: consumer, construction products, performance coatings and specialty products. RPM has a diverse portfolio with hundreds of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, Day-Glo, Legend Brands, Stonhard, Carboline, Tremco and Dryvit. From homes and workplaces, to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The Company employs approximately 14,600 individuals worldwide. The Company’s consolidated net sales, net income, and diluted earnings per share for the fiscal year ended May 31, 2020 were as follows: • Consolidated net sales decreased 1.0% to a $5.51 billion in fiscal 2020 from $5.56 billion in fiscal 2019; • Net income attributable to RPM International Inc. stockholders increased 14.2% to $304.4 million in fiscal 2020 from $266.6 million in fiscal 2019; and • Diluted earnings per share increased 16.4% to $2.34 in fiscal 2020 from $2.01 in fiscal 2019 (adjusted diluted earnings per share* increased 13.3% to $3.07 in fiscal 2020 from $2.71 in fiscal 2019). * See Appendix A for information about how we calculated adjusted diluted earnings per share for fiscal 2020 and fiscal 2019. The Compensation Committee considered our fiscal 2020 operating results, including our adjusted diluted earnings per share, in connection with its compensation decisions. Dividend On October 3, 2019, the Board of Directors increased the quarterly dividend on shares of the Company’s Common Stock to $0.36 per share, an increase of 2.9% from the prior year and the highest ever paid by the Company. With a 46-year track record of a continuously increasing cash dividend, the Company is in an elite category of less than one-half of one percent of all publicly traded U.S. companies to have increased the dividend for this period of time or longer, according to the 2020 edition of the Mergent Handbook of Dividend Achievers . During this timeframe, the Company has returned approximately $2.6 billion in cash dividends to its stockholders. MAP to Growth Operating Improvement Plan Remains on Track The Company remains on track to reach its targeted $290 million in annualized savings over the course of its MAP to Growth. As part of the MAP to Growth, the Company’s MS-168 manufacturing system, which focuses on continuous improvement, continued to be implemented at the Company’s plants around the world, allowing the Company to produce better products more quickly, cost effectively and sustainably. The Company’s efforts to centralize procurement provided greater control over the Company’s supply chain, enabling the Company to obtain certain raw materials at better price points. The Company also made great strides in streamlining its administrative functions and consolidating its many information technology platforms. Additionally, the Company has closed 22 out of the 31 plants that were originally targeted for consolidation at the start of the MAP to Growth program. Corporate Transactions The Company acquired the following businesses and product lines with combined annualized sales of approximately $43 million during fiscal 2020: • In June 2019, we acquired Schul International Co., LLC, a manufacturer of joint sealants for commercial construction, and Willseal LLC, a business that markets and sells Schul products. Both companies are headquartered in Hudson, New Hampshire, and have combined annual net sales of approximately $15 million. • In November 2019, we acquired Logiball, Inc., a leading manufacturer of trenchless pipe rehabilitation equipment. Logiball is headquartered in Quebec, Canada, and has annual net sales of approximately $3 million. • In December 2019, we acquired Profile Food Ingredients, a manufacturer of dry stabilizer and emulsifier blends for the food industry. Profile Food Ingredients is headquartered in Elgin, Illinois, and has annual net sales of approximately $25 million. 2