RPM 2020 Proxy Statement

STOCK OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT The following table sets forth the beneficial ownership of shares of Common Stock as of May 31, 2020, unless otherwise indicated, by (i) each person or group known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock, (ii) each Director and nominee for election as a Director of the Company, (iii) each executive officer named in the Executive Compensation tables in this Proxy Statement and (iv) all Directors and executive officers as a group. All information with respect to beneficial ownership of Directors, Director nominees and executive officers has been furnished by the respective Director, nominee for election as a Director, or executive officer, as the case may be. Unless otherwise indicated below, each person named below has sole voting and investment power with respect to the number of shares set forth opposite his or her name. The address of each Director nominee, Director and executive officer is 2628 Pearl Road, P.O. Box 777, Medina, Ohio 44258. Name of Beneficial Owner Number of Shares of Common Stock Beneficially Owned (1) Percentage of Shares of Common Stock (1) The Vanguard Group (2) 13,673,351 10.5 BlackRock, Inc. (3) 12,412,978 9.6 T. Rowe Price Associates, Inc. (4) 11,677,901 9.0 State Street Corporation (5) 6,737,866 5.2 Kirkland B. Andrews (6) 5,900 * John M. Ballbach (7) 13,680 * Bruce A. Carbonari (8) 36,521 * David A. Daberko (9) 18,181 * Jenniffer D. Deckard (10) 9,624 * Salvatore D. Fazzolari (11) 14,242 * Russell L. Gordon (12) 178,718 0.1 Thomas S. Gross (13) 16,668 * Janeen B. Kastner (14) 118,798 * Julie A. Lagacy (15) 6,050 * Robert A. Livingston (16) 11,050 * Edward W. Moore (17) 57,947 * Frederick R. Nance (18) 18,097 * Frank C. Sullivan (19) 1,466,224 1.1 Michael H. Sullivan (20) 0 * William B. Summers, Jr. (21) 40,967 * All Directors and executive officers as a group (eighteen persons including the Directors, Director nominees and executive officers named above) (22) 2,161,962 1.6 * Less than 0.1%. (1) In accordance with Securities and Exchange Commission (“Commission”) rules, each beneficial owner’s holdings have been calculated assuming full exercise of outstanding options covering Common Stock, if any, exercisable by such owner within 60 days after May 31, 2020, but no exercise of outstanding options covering Common Stock held by any other person. (2) According to an amended Schedule 13G filed with the Commission on February 12, 2020, The Vanguard Group (“Vanguard”), as of December 31, 2019, has sole voting power over 102,066 shares of Common Stock, shared voting power, with Vanguard Fiduciary Trust Company (“VFTC”) and Vanguard Investments Australia, Ltd. (“VIA”), wholly-owned subsidiaries of Vanguard, over 17,832 shares of Common Stock, sole dispositive power over 13,673,351 shares of Common Stock, and shared dispositive power, with VFTC and VIA, over 96,359 shares of Common Stock shown in the table above. Vanguard is located at 100 Vanguard Blvd., Malvern, Pennsylvania 19355. (3) According to an amended Schedule 13G filed with the Commission on February 6, 2020, BlackRock, Inc., together with its subsidiaries BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Ltd., BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Asset Management North Asia Limited and BlackRock Fund Managers Ltd (together, “BlackRock”), as of December 31, 2019, has sole voting power over 11,683,992 shares of Common Stock, and sole dispositive power over the 12,412,978 shares of Common Stock shown in the table above. BlackRock is located at 55 East 52nd Street, New York, New York 10055. 8