RPM RPM International Inc

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 8, 2015

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

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):

Annual Meeting Results

The Annual Meeting of Stockholders of the Company was held on October 8, 2015. The following matters were voted on at the Annual Meeting and received the approval of the Company’s stockholders:

(i) Election of John P. Abizaid, Bruce A. Carbonari, Jenniffer D. Deckard, Salvatore D. Fazzolari, and Thomas S. Gross as Directors of the Company. The nominees were elected as Directors with the following votes:

John P. Abizaid

Bruce A. Carbonari

Jenniffer D. Deckard

Salvatore D. Fazzolari

Thomas S. Gross

In addition to the Directors above, the following Directors’ terms of office continued after the Annual Meeting: David A. Daberko, Craig S. Morford, Frederick R. Nance, Charles A. Ratner, Frank C. Sullivan, Thomas C. Sullivan, William B. Summers, Jr., and Dr. Jerry Sue Thornton.

(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:

(iii) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2016 was approved with the following votes:

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 8, 2015.

On October 8, 2015, 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.

(d) Exhibits.

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.

Exhibit Index

Exhibit 99.1

RPM Increases Cash Dividend For 42nd Consecutive Year

Quarterly payment of $0.275 per share is 5.8% increase over prior year

MEDINA, Ohio, Oct. 8, 2015 /PRNewswire/ — RPM International Inc. (NYSE: RPM) today announced at its annual meeting of stockholders that its board of directors declared a regular quarterly cash dividend of $0.275 per share, payable on October 30, 2015, to stockholders of record as of October 19, 2015. This payment represents a 5.8 percent increase over the $0.26 quarterly cash dividend paid at this time last year.

This action marks RPM’s 42nd consecutive year of increased cash dividends paid to its stockholders, which places RPM in an elite category of less than half of 1 percent of all 19,000 publicly-traded U.S. companies. Only 45 other companies, besides RPM, have consecutively paid an increasing annual dividend for this period of time or longer, according to the 2015 spring edition of the Mergent Handbook of Dividend Achievers. At a share price of $43.50, RPM’s dividend yield would be 2.5 percent.

“We are pleased to once again reward our shareholders by increasing our cash dividend,” stated chairman and chief executive officer Frank C. Sullivan. “It is through their investment of financial capital that we have been able to continually grow the business and outperform the cumulative total return generated by both the S&P 500 and our peers over the past decade.”

At the annual meeting, RPM elected five directors to serve in Class II with terms expiring at the annual meeting of stockholders in 2018. They include John P. Abizaid, senior partner of JPA Partners LLC; Bruce A. Carbonari, retired chairman and chief executive officer of Fortune Brands, Inc.; Jenniffer D. Deckard, president and chief executive officer of Fairmount Santrol Holdings Inc.; Salvatore D. Fazzolari, former chairman, president and chief executive officer of Harsco Corporation and Thomas S. Gross, retired vice chairman and chief operating officer for the Electrical Sector of Eaton Corporation plc.

About RPM

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services across three segments. RPM’s industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and other construction chemicals. Industrial companies include Stonhard, Tremco, illbruck, Carboline, Flowcrete, and Euclid Chemical. RPM’s consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement and by hobbyists. Consumer brands include Rust-Oleum, DAP, Zinsser, Varathane and Testors. RPM’s specialty products include industrial cleaners, colorants, exterior finishes, specialty OEM coatings, edible coatings, restoration services equipment and specialty glazes for the pharmaceutical and food industries. Specialty segment companies include Day-Glo, Dryvit, RPM Wood Finishes, Mantrose-Haeuser, RPM Belgium, Legend Brands, Kop-Coat, and TCI. Additional details can be found at www.RPMinc.com and by following RPM on Twitter at www.twitter.com/RPMintl.

For more information, contact Barry M. Slifstein, vice president - investor relations, at 330-273-5090 or bslifstein@rpminc.com.

To view the original version on PR Newswire,

visit:http://www.prnewswire.com/news-releases/rpm-increases-cash-dividend-for-42nd-consecutive-year-300156707.html

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