RPM 2020 Proxy Statement

EQUITY COMPENSATION PLAN INFORMATION The following table sets forth information concerning shares of Common Stock authorized or available for issuance under the Company’s equity compensation plans as of May 31, 2020. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (1) Equity compensation plans approved by stockholders 0 (2) $0.00 5,995,109 Equity compensation plans not approved by stockholders (3) — — — Total 0 $0.00 5,995,109 (1) Includes 5,987,909 shares available for future issuance under the 2014 Omnibus Plan of which 2,767,909 shares may be subject to full value awards such as restricted stock, and 7,200 shares available for future issuance under the Company’s 2003 Restricted Stock Plan for Directors. (2) At May 31, 2020, 2,482,500 SARs were outstanding at a weighted-average grant price of $49.88. The number of shares to be issued upon exercise will be determined at vesting based on the difference between the grant price and the market price at the date of exercise. No such shares have been included in this total. (3) The Company does not maintain equity compensation plans that have not been approved by its stockholders. DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Exchange Act requires the Company’s officers and Directors and persons who own 10% or more of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Commission. Officers, Directors and 10% or greater stockholders are required by Commission regulations to furnish the Company with copies of all Forms 3, 4 and 5 they file. Based solely on the Company’s review of the copies of such forms it has received, the Company believes that all of its officers and Directors complied with all filing requirements applicable to them with respect to transactions during the fiscal year ended May 31, 2020. 55