Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 31, 2014




(Exact name of registrant as specified in its charter)




Delaware   1-14187   02-0642224

(State or other jurisdiction

of incorporation)



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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Mr. Paul G. P. Hoogenboom, President of Tremco Incorporated (“Tremco”), a wholly-owned subsidiary of RPM International Inc. (the “Company”), resigned effective as of May 31, 2014 as Senior Vice President — Manufacturing and Operations and Chief Information Officer of the Company so that he can devote all of his time and efforts to his duties as President of Tremco. Mr. Hoogenboom had accepted the additional assignment as President of Tremco on July 22, 2013, and has since that time served in dual capacities with the Company and Tremco. The Company and Mr. Hoogenboom have entered into a letter agreement, dated May 31, 2014 (the “Letter Agreement”), whereby Mr. Hoogenboom’s employment agreement, dated December 31, 2008, with the Company was amended to reflect that Mr. Hoogenboom has assumed the full-time role of President at Tremco.


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.

Date June 5, 2014

          /s/ Edward W. Moore

Edward W. Moore

Senior Vice President, General Counsel and

Chief Compliance Officer