Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 10, 2013

 

 

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-14187   02-0642224

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2628 Pearl Road, P.O. Box 777, Medina, Ohio   44258
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (330) 273-5090

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

Annual Meeting Results

The Annual Meeting of Stockholders of the Company was held on October 10, 2013. The following matters were voted on at the Annual Meeting and received the approval of the Company’s stockholders:

(i) Election of David A. Daberko, Craig S. Morford, Frank C. Sullivan and Thomas C. Sullivan as Directors of the Company. The nominees were elected as Directors with the following votes:

 

David A. Daberko   

For

     74,652,073   

Withheld

     27,634,135   

Broker non-votes

     16,902,262   
Craig S. Morford   

For

     101,304,639   

Withheld

     981,569   

Broker non-votes

     16,902,262   
Frank C. Sullivan   

For

     81,791,349   

Withheld

     20,494,859   

Broker non-votes

     16,902,262   
Thomas C. Sullivan   

For

     81,672,453   

Withheld

     20,613,755   

Broker non-votes

     16,902,262   

In addition to the Directors above, the following Directors’ terms of office continued after the Annual Meeting: John P. Abizaid, Bruce A. Carbonari, Salvatore D. Fazzolari, Thomas S. Gross, Frederick R. Nance, Charles A. Ratner, William B. Summers, Jr., Dr. Jerry Sue Thornton and Joseph P. Viviano. William A. Papenbrock retired as a Director effective as of the expiration of his term at the Annual Meeting.

(ii) The proposal to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, was approved with the following votes:

 

For

     75,904,320   

Against

     25,439,341   

Abstain

     942,547   

Broker non-votes

     16,902,262   


(iii) The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2014 was approved with the following votes:

 

For

     118,039,020   

Against

     771,666   

Abstain

     377,784   

Broker non-votes

     0   

For information on how the votes for the above matters were tabulated, see the Company’s definitive Proxy Statement used in connection with the Annual Meeting of Stockholders on October 10, 2013.

Item 8.01. Other Events.

On October 10, 2013, the Company issued a press release announcing an increase in its quarterly cash dividend. A copy of the press release is furnished with this current report on Form 8-K as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number

  

Description

99.1    Press Release of the Company, dated October 10, 2013, announcing a dividend increase.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RPM International Inc.
  (Registrant)
Date October 17, 2013  
 

/s/ Edward W. Moore

 

Edward W. Moore

Senior Vice President, General Counsel and

Chief Compliance Officer


Exhibit Index

 

Exhibit Number

  

Description

99.1    Press Release of the Company, dated October 10, 2013, announcing a dividend increase.