SEC Table of Contents

FORM DEF 14A

RPM INTERNATIONAL INC/DE/ filed this form DEF 14A on 08/30/2018


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Subdocument 1 DEF 14A - DEF 14A
Page 1 UNITED STATES
Page 2 N/A
Page 3 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Page 4 N/A
Page 5 PROXY STATEMENT
Page 6 RPM International Inc.
Page 7 Stock Repurchase Program
Page 8 RPM INTERNATIONAL INC.
Page 9 Overall Compensation Program Principles
Page 10 Proposal Two Amendment of Amended and Restated By-Laws (see page 11)
Page 11 N/A
Page 12 N/A
Page 13 N/A
Page 14 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION OF THE
Page 15 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION OF THE
Page 16 ELECTION OF DIRECTORS
Page 17 NOMINEES FOR ELECTION
Page 18 N/A
Page 19 N/A
Page 20 DIRECTORS WHOSE TERMS OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING
Page 21 N/A
Page 22 N/A
Page 23 N/A
Page 24 N/A
Page 25 Board Independence
Page 26 Compensation Committee
Page 27 Operating Improvement Committee
Page 28 Committee Membership
Page 29 Role in Risk Oversight
Page 30 Attendance at Annual Meetings of Stockholders
Page 31 ADVISORY VOTE ON EXECUTIVE COMPENSATION
Page 32 FOR Proposal Four relating to the advisory vote on executive compensation.
Page 33 Compensation Discussion and Analysis
Page 34 Consideration of Last Year s Say on Pay Vote
Page 35 Role of Executives in Determining Compensation
Page 36 Elements of Compensation
Page 37 Base Salary
Page 38 N/A
Page 39 Equity Compensation
Page 40 N/A
Page 41 Timing of Equity Grants
Page 42 New Form of Employment Agreement
Page 43 Other Plans
Page 44 Summary Compensation Table
Page 45 Grants of Plan-Based Awards For Fiscal 2018
Page 46 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Page 47 All Other Compensation. All other compensation of our named executive officers is set forth in the S
Page 48 Outstanding Equity Awards at Fiscal Year-End for 2018
Page 49 N/A
Page 50 N/A
Page 51 Option Exercises and Stock Vested During Fiscal 2018
Page 52 Nonqualified Deferred Compensation for Fiscal 2018
Page 53 Estimated Payments on Termination or Change in Control
Page 54 Payments upon Retirement
Page 55 Payments upon Voluntary Termination and Termination for Cause
Page 56 Restrictive Covenants that Apply During and After Termination of Employment
Page 57 N/A
Page 58 Director Compensation for Fiscal 2018
Page 59 N/A
Page 60 N/A
Page 61 N/A
Page 62 N/A
Page 63 PROPOSAL FIVE
Page 64 HIGHLIGHTS OF CERTAIN CONTINUING PROVISIONS OF THE 2014 OMNIBUS PLAN
Page 65 SHARE AND AWARD LIMITATIONS
Page 66 TYPES OF AWARDS
Page 67 N/A
Page 68 PARTICIPANT RIGHTS
Page 69 FEDERAL TAXATION
Page 70 NEW PLAN BENEFITS
Page 71 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Page 72 N/A
Page 73 N/A
Page 74 N/A
Page 75 CERTIFICATE OF AMENDMENT OF
Page 76 Article XIV
Page 77 RPM INTERNATIONAL INC.
Page 78 N/A
Page 79 N/A
Page 80 N/A
Page 81 N/A
Page 82 ARTICLE III.
Page 83 N/A
Page 84 ARTICLE V.
Page 85 N/A
Page 86 ARTICLE VII.
Page 87 ARTICLE VIII.
Page 88 ARTICLE IX.
Page 89 ARTICLE X.
Page 90 ARTICLE XII.
Page 91 ARTICLE XIV.
Page 92 N/A
Page 93 ARTICLE XV.
Page 94 N/A
Page 95 N/A
Page 96 RPM INTERNATIONAL INC.
Page 97 DIRECTIONS TO THE RPM ANNUAL MEETING

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