Rpm International Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect twelve nominees—Julie A. Beck, Jenniffer D. Deckard, Salvatore D. Fazzolari, Thomas C. Gentile III, Robert A. Livingston, Christopher L. Mapes, Craig S. Morford, Frederick R. Nance, Ellen M. Pawlikowski, Jeffrey D. Rowe, Frank C. Sullivan, and Elizabeth F. Whited—to serve one-year terms on the Board.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on a nonbinding advisory basis, the compensation of RPM’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and related material.

   More detail

   Proposal Two asks stockholders to approve, on a nonbinding advisory basis, the compensation of RPM’s named executive officers as disclosed under the Commission’s compensation disclosure rules. The resolution expressly covers the Compensation Discussion and Analysis, compensation tables and related material in the proxy statement rather than any single pay element. Management is seeking approval to obtain stockholder feedback on the overall executive compensation program and to support the compensation decisions described for fiscal 2026. RPM explains that its program combines base salary, annual cash incentives and performance-based equity, including Performance Earned Restricted Stock, performance stock units and stock appreciation rights. The Company emphasizes that 55% of fiscal 2026 named executive officer compensation was variable and tied to performance. It identifies financial and operating measures such as sales growth, adjusted EBIT margin, working capital, gross profit margin and SG&A discipline as important performance inputs. The proxy also notes that the prior year’s say-on-pay proposal received support from 92% of votes cast, which the Compensation Committee reviewed in evaluating its practices. Management states that the program is intended to attract and retain experienced executives, reward results and align long-term executive interests with stockholders. Because the vote is advisory, it will not bind the Board or Compensation Committee, but the Committee says it will consider the result in future compensation decisions. The Board recommends FOR the resolution based on the program’s performance orientation, alignment with long-term stockholder value and contribution to sustained operating results.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as RPM’s independent registered public accounting firm for the fiscal year ending May 31, 2027.

Upcoming shareholder meetings at Rpm International Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Rpm International Inc 2026 annual meeting?

Rpm International Inc (RPM) holds its 2026 annual shareholder meeting on Thursday, October 8, 2026.

What is the record date for the Rpm International Inc 2026 meeting?

The record date for the Rpm International Inc 2026 meeting is Friday, August 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Rpm International Inc's 2026 meeting?

The board is presenting 12 director nominees at the Rpm International Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Rpm International Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Rpm International Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.