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RPM International Inc. (RPM) is soliciting proxies for its October 8, 2026 virtual annual meeting, where stockholders will vote on electing twelve directors to one-year terms, an advisory Say‑on‑Pay resolution, and ratification of Deloitte & Touche LLP as independent auditor for the year ending May 31, 2027.
RPM highlights record fiscal 2026 sales and continued execution of its MAP 2025 operational improvement plan, with a strategy focused on organic growth, margin expansion, disciplined investment and strong free cash flow. Capital returns remain a priority: the quarterly dividend was raised to $0.54 per share, marking 52 consecutive years of dividend increases and about $3.9 billion returned via dividends over that period, and share repurchases in fiscal 2026 totaled 699,931 shares for $77.5 million, with the repurchase authorization later increased by $700 million.
The board emphasizes governance practices including a largely independent board (11 of 12 nominees), a declassified structure with annual elections, majority voting for directors in uncontested elections, stock ownership guidelines, double‑trigger vesting for equity, and clawback policies. In the prior year, 92% of votes supported the Say‑on‑Pay proposal, and RPM continues to weight executive pay heavily toward performance-based compensation.
RPM International Chairman and CEO Frank C. Sullivan exercised 200,000 Stock Appreciation Rights on August 5, 2026 at $62.17 per share, receiving 200,000 shares of common stock. He then returned 106,529 shares to the issuer and delivered or withheld 40,753 shares at $116.72 per share for payment of exercise price or tax liability. After the exercise, he held 1,031,300 Stock Appreciation Rights, plus indirect holdings of 15,600 shares in a trust and approximately 5,274 shares in a 401(k) plan.
RPM International Inc. reported net sales of $7.9 billion for fiscal 2026, generated by specialty chemical products including paints, protective coatings, sealants, roofing systems and a wide range of consumer DIY brands such as Rust-Oleum, DAP and Tremco.
The business is organized into three segments: Construction Products Group with $3.1 billion of net sales, Performance Coatings Group with $2.1 billion and Consumer with $2.7 billion. Foreign operations contributed approximately 29.8% of total net sales, with a further 0.9% from direct exports.
Total debt was about $2.5 billion versus stockholders’ equity of $3.3 billion at May 31, 2026. Management discusses risks from global economic conditions, raw‑material cost and availability, customer concentration in the Consumer segment, cybersecurity, environmental and regulatory compliance and potential goodwill and intangible asset impairments.
RPM employed 17,546 people and spent $97.9 million on research and development in 2026, focused on new coatings, construction systems and consumer products. The company outlines sustainability initiatives under its Building a Better World program and details cybersecurity governance aligned with the NIST framework and overseen by the Board’s Audit Committee.
RPM International Inc. reported record fiscal 2026 results for the year ended May 31, 2026. Full-year net sales were $7,863,422 thousand, up 6.7%, with adjusted EBIT of $1,019,424 thousand and adjusted diluted EPS of $5.53, both records. GAAP diluted EPS was $5.17. Fourth-quarter net sales were $2,231,835 thousand, up 7.2%, and adjusted EBIT reached $338,600 thousand.
All three segments delivered record quarterly sales, led by construction and performance coatings for high-performance buildings and infrastructure, while consumer growth was driven by acquisitions amid softer DIY demand. Operating cash flow was $898,708 thousand. The board authorized a $700.0 million increase to the common stock repurchase program, in addition to the remaining prior authorization, with purchases made at management’s discretion and no expiration date.
RPM named David C. Dennsteadt President and Chief Operating Officer effective July 17, 2026; he previously served as Executive Vice President. Frank C. Sullivan continues as Chair and Chief Executive Officer. Starting in fiscal 2027, RPM’s primary profit metric will shift from adjusted EBIT to adjusted EBITDA, with reconciliations provided.
RPM International executive Matthew T. Ratajczak, VP-Global Tax and Treasurer, reported a tax-withholding disposition of 670 shares of Common Stock on July 19, 2026. The shares, valued at $105.08 per share, were returned to the issuer to satisfy tax obligations from vested Performance Stock Units granted in 2020. After this transaction, he directly held 23,456 shares, including 2,276 unvested restricted shares and 5,300 Performance Earned Restricted Stock.
Andrew G. Polanco, VP – Operations at RPM International, transferred 511 shares of Common Stock back to the company at $105.08 per share to satisfy tax obligations triggered by the vesting of Performance Stock Units granted in 2023. After this tax-withholding disposition, he holds 12,901 Common shares, including 2,658 unvested restricted shares and 3,820 Performance Earned Restricted Stock shares, and also holds Stock Appreciation Rights covering 6,100 underlying shares that vest in four equal annual installments and expire 10 years after their July 15, 2026 grant. The transaction was not reported as being under a Rule 10b5-1 trading plan.
RPM International Chairman and CEO Frank C. Sullivan used 3,813 shares of common stock to satisfy tax obligations on vested Performance Stock Units, returning the shares to the issuer at $105.0800. After this tax-withholding disposition he directly owns 1,013,277 shares, including Performance Earned Restricted Stock, plus 15,600 shares held through a trust, 5,247 shares in a 401(k) plan, and stock appreciation rights over 1,231,300 underlying shares.
RPM International executive Tracy D. Crandall, VP, General Counsel and CCO, disposed of 488 shares of common stock on July 19, 2026 at $105.08 per share, returning them to RPM to satisfy tax obligations from vested 2023 Performance Stock Units. After this tax-withholding disposition, Crandall directly holds 26,468 shares of RPM common stock, plus approximately 208 shares held indirectly through the RPM 401(k) Plan and stock appreciation rights linked to 17,600 underlying shares of common stock.
Dennsteadt David C. reported disposition transactions in this Form 4 filing.
RPM International reported that President & COO David C. Dennsteadt had 2023 Performance Stock Units vest on July 19, 2026, and to satisfy related tax obligations he returned 1,455 common shares to the company at $105.0800 per share. He now holds 31,154 common shares directly, including 17,225 unvested restricted shares and 6,070 performance-earned restricted shares, plus 600 shares indirectly via the 401(k) plan and Stock Appreciation Rights over 215,600 underlying shares.