RPM 2020 Proxy Statement

STOCK OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT (CONTINUED) (4) According to an amended Schedule 13G filed with the Commission on February 14, 2020, T. Rowe Price Associates, Inc., as of December 31, 2019, has sole voting power over 3,960,782 shares of Common Stock, and sole dispositive power over the 11,677,901 shares of Common Stock shown in the table above. T. Rowe Price Associates, Inc. is located at 100 E. Pratt Street, Baltimore, Maryland 21202. (5) According to a Schedule 13G filed with the Commission on February 14, 2020, State Street Corporation, together with its subsidiaries SSGA Funds Management, Inc., State Street Global Advisors Limited (UK), State Street Global Advisors Ltd (Canada), State Street Global Advisors, Australia Limited, State Street Global Advisors Asia Ltd, State Street Global Advisors Singapore Ltd, State Street Global Advisors GmbH, State Street Global Advisors Ireland Limited and State Street Global Advisors Trust Company (together, “State Street”), as of December 31, 2019, has shared voting power over 6,218,769 shares of Common Stock, and shared dispositive power over the 6,737,866 shares of Common Stock shown in the table above. State Street is located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. (6) Mr. Andrews is a Director of the Company. (7) Mr. Ballbach is a Director of the Company. (8) Mr. Carbonari is a Director of the Company. (9) Mr. Daberko is a Director of the Company. (10) Ms. Deckard is a Director of the Company. (11) Mr. Fazzolari is a Director of the Company. (12) Mr. Gordon is an executive officer of the Company. His ownership is comprised of 106,757 shares of Common Stock which he owns directly and 71,961 shares of Common Stock issuable under stock-settled stock appreciation rights currently exercisable or exercisable within 60 days of May 31, 2020. (13) Mr. Gross is a Director of the Company. (14) Ms. Kastner is an executive officer of the Company. Her ownership is comprised of 75,350 shares of Common Stock which she owns directly, 42,440 shares of Common Stock issuable under stock-settled stock appreciation rights currently exercisable or exercisable within 60 days of May 31, 2020, and approximately 1,008 shares of Common Stock held by Fidelity Management Trust Company, as trustee of the RPM International Inc. 401(k) Plan, which represents Ms. Kastner’s approximate percentage ownership of the total shares of Common Stock held in the RPM International Inc. 401(k) Plan as of May 31, 2020. (15) Ms. Lagacy is a Director of the Company. (16) Mr. Livingston is a Director of the Company. (17) Mr. Moore is an executive officer of the Company. His ownership is comprised of 49,790 shares of Common Stock which he owns directly and 8,157 shares of Common Stock issuable under stock-settled stock appreciation rights currently exercisable or exercisable within 60 days of May 31, 2020. (18) Mr. Nance is a Director of the Company. Mr. Nance pledged 5,569 of his shares of Common Stock prior to the Company amending its insider trading policy in fiscal 2017 to prohibit such practice, with limited exceptions. (19) Frank C. Sullivan is a Director and an executive officer of the Company. Frank C. Sullivan’s ownership is comprised of 904,770 shares of Common Stock which he owns directly, 3,000 shares of Common Stock which he holds as custodian for his son, 527,144 shares of Common Stock issuable under stock-settled stock appreciation rights currently exercisable or exercisable within 60 days of May 31, 2019, 2,000 shares of Common Stock which are held in a trust for the benefit of Frank C. Sullivan’s son, 15,000 shares of Common Stock held by a limited liability company of which Frank C. Sullivan is one-fifth owner and a managing member, 9,600 shares of Common Stock held in a trust for the benefit of Frank C. Sullivan, and approximately 4,710 shares of Common Stock held by Fidelity Management Trust Company, as trustee of the RPM International Inc. 401(k) Plan, which represents Frank C. Sullivan’s approximate percentage ownership of the total shares of Common Stock held in the RPM International Inc. 401(k) Plan as of May 31, 2020. Ownership of the shares of Common Stock held as custodian for his son and those held in a trust for the benefit of his son is attributed to Frank C. Sullivan pursuant to Commission rules. (20) Michael H. Sullivan is an executive officer of the Company. (21) Mr. Summers is a Director of the Company. (22) The number of shares of Common Stock shown as beneficially owned by the Directors, Director nominees and executive officers as a group on May 31, 2020 includes approximately 9,973 shares of Common Stock held by Fidelity Management Trust Company, as trustee of the RPM International Inc. 401(k) Plan, which represents the group’s approximate percentage ownership of the total shares of Common Stock held in the RPM International Inc. 401(k) Plan as of May 31, 2020. 9