RPM 2020 Proxy Statement

PROXY STATEMENT SUMMARY (CONTINUED) Summary of Compensation Paid to Frank C. Sullivan, the Company’s Chief Executive Officer, in Fiscal 2020 • Base salary – $995,000, which was 2.1% above his fiscal 2019 base salary 1 . • Annual cash incentive compensation – Annual cash incentive compensation of $1,075,000, which was $100,000 more than his fiscal 2019 annual cash incentive compensation. • Equity compensation – Stock appreciation rights (“SARs”) with 200,000 shares of Common Stock underlying the award, 18,000 Performance Earned Restricted Stock (“PERS”), and no shares of supplemental executive retirement plan (“SERP”) restricted stock. • Other compensation – Matching contribution of $11,400 under the Company’s 401(k); automobile allowance of $28,006; and life insurance premiums of $138,717. Stockholder Actions Proposal One – Election of Directors (see pages 10–16) The Board of Directors has nominated four candidates for election to serve in Class III of the Board. The Board recommends that stockholders vote FOR the election of each nominee. Proposal Two – Advisory Vote to Approve the Company’s Executive Compensation (see pages 23–24) The Board of Directors is seeking an advisory vote to approve the Company’s executive compensation. Before considering this proposal, please read the Compensation Discussion and Analysis in this Proxy Statement, which explains the Compensation Committee’s compensation decisions and how the Company’s executive compensation program aligns the interests of the executive officers with those of the Company’s stockholders. Although the vote is advisory and is not binding on the Board of Directors, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. The Board recommends that stockholders vote FOR the approval of the Company’s executive compensation. Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm (see page 56) The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2021. The Board of Directors is seeking stockholder ratification of this appointment. The Board recommends that stockholders vote FOR ratification of the selection of Deloitte & Touche LLP. VIRTUAL ANNUAL MEETING INFORMATION This year, the Company will be hosting a virtual Annual Meeting. Stockholders will be able to participate in the Annual Meeting online, in virtual meeting format only, via live webcast. Provided below is the summary of the information that you will need to participate in the Annual Meeting: • Stockholders can participate in the Annual Meeting online, in virtual meeting format only, via live webcast over the Internet at www.virtualshareholdermeeting.com/RPM2020 . • You will need your unique control number, which is provided on your proxy card, to vote and submit questions during the Annual Meeting webcast. • The webcast of the Annual Meeting will begin at 2:00 p.m., Eastern Daylight Time. • Instructions as to how to participate via the Internet, including how to verify stock ownership, are available at www.virtualshareholdermeeting.com/RPM2020 . • If you have questions regarding how vote your shares of Common Stock, you may call Innisfree M&A Incorporated, at (888) 750-5834 (Toll Free). • Replay of the Annual Meeting webcast will be available until October 7, 2021. 1 Effective May 1, 2020, Frank C. Sullivan’s base pay was temporarily reduced to $696,500 in response to the effects of the Covid-19 pandemic. Frank C. Sullivan’s base pay rate will be reinstated at September 1, 2020. 6