RPM 2020 Proxy Statement

PROPOSAL THREE RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has reappointed Deloitte & Touche LLP as our independent registered public accounting firm to audit our financial statements for the current year. The Board of Directors recommends ratification of the Audit Committee’s appointment of Deloitte & Touche LLP. The selection of Deloitte & Touche LLP as our independent registered public accounting firm is not required to be submitted to a vote of our stockholders for ratification. The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly responsible for the appointment, compensation and oversight of our independent auditors. If our stockholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain Deloitte & Touche LLP, and may retain that firm or another firm without re-submitting the matter to our stockholders. Even if our stockholders ratify the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our stockholders. The affirmative vote of a majority of the shares voting on this proposal is required for ratification. A representative of Deloitte & Touche LLP is expected to be present during the Annual Meeting. The representative will be given an opportunity to make a statement if desired, and will be available to respond to stockholder questions. Our Board of Directors unanimously recommends a vote FOR Proposal Three to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2021. The decision to engage Deloitte & Touche LLP was made by the Company’s Audit Committee. Independent Registered Public Accounting Firm Services and Related Fee Arrangements During the fiscal years ended May 31, 2020 and 2019, various audit services and non-audit services were provided to the Company by Deloitte & Touche LLP. Set forth below are the aggregate fees billed for these services, all of which were pre-approved by the Audit Committee, for the last two fiscal years: May 31, 2020 2019 Audit Fees $6,700,165 $6,967,557 Audit-Related Fees 81,170 199,205 Tax Services 147,928 162,571 All Other Fees - 57,776 Total Fees $6,929,263 $7,387,109 Audit Fees: The aggregate fees billed for professional services rendered for the audit of the Company’s financial statements and various statutory audits around the world for the fiscal years ended May 31, 2020 and 2019 and for the reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q for the fiscal years ended May 31, 2020 and 2019 were $6,700,165 and $6,967,557, respectively. Audit-Related Fees: The aggregate fees relating primarily to audit-related services for the Company’s sale of senior notes, and financial statement review for a domestic subsidiary, billed by Deloitte & Touche LLP were $81,170 and $199,205 for the fiscal years ended May 31, 2020 and 2019, respectively. Tax Fees: The aggregate fees relating to tax compliance, advice and planning billed by Deloitte & Touche LLP were $147,928 and $162,571 for the fiscal years ended May 31, 2020 and 2019, respectively. All Other Fees: All other fees of $0 and $57,776 billed by Deloitte & Touche LLP for the fiscal years ended May 31, 2020 and 2019, respectively, pertain to non-audit related services provided to assess certain strategic activities contemplated by the Company. 56