RPM 2020 Proxy Statement

PROXY STATEMENT SUMMARY (CONTINUED) Stock Repurchase Program On January 8, 2008, the Board of Directors authorized a stock repurchase program under which the Company may repurchase shares of its Common Stock at management’s discretion. As announced on November 28, 2018, the Company’s goal is to return $1.0 billion in capital to stockholders by May 31, 2021 through share repurchases. On April 16, 2019, after taking into account share repurchases under the Company’s existing stock repurchase program to date, the Board of Directors authorized the repurchase of the remaining $600.0 million in value of Common Stock by May 31, 2021. As a result, the Company may repurchase shares from time to time in the open market or in private transactions at various times and in amounts and for prices that management deems appropriate, subject to insider trading rules and other securities law restrictions. The timing of purchases will depend upon prevailing market conditions, alternative uses of capital and other factors. The Company may limit or terminate the repurchase program at any time. During the fiscal year ended May 31, 2020, the Company repurchased 2,041,847 shares of Common Stock at a cost of approximately $125.0 million, or an average cost of $61.22 per share, under this program. During the fiscal year ended May 31, 2019, the Company repurchased 3,286,907 shares of Common Stock at a cost of approximately $200.2 million, or an average cost of $60.92 per share, under this program. During the fiscal year ended May 31, 2018, the Company did not repurchase any shares of Common Stock under this program. Given recent macroeconomic uncertainty resulting from the Covid-19 pandemic, the Company has suspended its stock repurchase program. Adoption of Rooney Rule In fiscal 2020, the Governance and Nominating Committee of the Board of Directors 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. Publication of Inaugural Environmental, Social and Governance (ESG) Report In August 2020, the Company published its inaugural Environmental, Social and Governance (ESG) Report which, in addition to describing its corporate governance practices and some of its many employee programs and benefits, includes a description of the Company’s comprehensive materiality assessment of ESG topics that adheres to Global Reporting Initiative (GRI) Standards and SASB Standards: Chemical Sector. For more information, see the Company’s ESG Report at 2020ar.rpminc.com/ESG-report. Termination of Rights Agreement On August 17, 2018, the Company entered into an amendment to the Rights Agreement, dated as of April 21, 2009 (the “Rights Agreement”), that accelerated the termination date of the rights to purchase Common Stock (the “Rights”) under the Rights Agreement from May 11, 2019 to August 17, 2018. As a result of the amendment, the Rights Agreement and the related Rights terminated as of August 17, 2018. Corporate Governance The Company is committed to meeting high standards of ethical behavior, corporate governance and business conduct. This commitment has led the Company to implement the following practices: • Board Independence – eleven of twelve Directors are independent under the Company’s Corporate Governance Guidelines and NYSE listing standards. All members of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee are independent. • Independent Directors Meetings – independent Directors meet in executive sessions each year in January, April and July, without management present. • Lead Director – one independent Director serves as Lead Director. • Majority Voting for Directors – in an uncontested election, any nominee for Director who receives more votes “withheld” from his or her election than votes “for” such election is expected to tender his or her resignation for prompt consideration by the Governance and Nominating Committee and by the Board of Directors. • Director Tenure – the average tenure of our independent Directors has decreased from 16.5 years for each independent Director in 2011 to 8.2 years as of May 31, 2020, and seven of our current independent Directors joined the Board of Directors since 2012. • Stock Ownership Guidelines for Directors and Executive Officers – the Company adopted stock ownership guidelines for Directors and executive officers in July 2012, and the Company increased the stock ownership guidelines for Directors in July 2014. Each of the Directors and executive officers satisfies the stock ownership guidelines or is within the grace period provided by the stock ownership guidelines to achieve compliance. 3