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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/24/19 RPM International Inc/DE 10-K 5/31/19 146:29M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 457K
2: EX-4.10 Instrument Defining the Rights of Security Holders HTML 51K
3: EX-13.1 Annual or Quarterly Report to Security Holders HTML 968K
4: EX-21.1 Subsidiaries List HTML 62K
5: EX-23.1 Consent of Experts or Counsel HTML 45K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 44K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 44K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 42K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 42K
16: R1 Document and Entity Information HTML 89K
17: R2 Consolidated Balance Sheets HTML 154K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 59K
19: R4 Consolidated Statements of Income HTML 108K
20: R5 Consolidated Statements of Comprehensive Income HTML 109K
21: R6 Consolidated Statements of Cash Flows HTML 165K
22: R7 Consolidated Statements of Stockholders' Equity HTML 91K
23: R8 Consolidated Statements of Stockholders' Equity HTML 41K
(Parenthetical)
24: R9 Summary of Significant Accounting Policies HTML 274K
25: R10 Restructuring HTML 266K
26: R11 Goodwill and Other Intangible Assets HTML 229K
27: R12 Marketable Securities HTML 217K
28: R13 Fair Value Measurements HTML 211K
29: R14 Derivatives and Hedging HTML 126K
30: R15 Borrowings HTML 128K
31: R16 Income Taxes HTML 331K
32: R17 Common Stock HTML 44K
33: R18 Stock-Based Compensation HTML 287K
34: R19 Accumulated Other Comprehensive Income (Loss) HTML 193K
35: R20 Earnings Per Share HTML 140K
36: R21 Leases HTML 60K
37: R22 Pension Plans HTML 945K
38: R23 Postretirement Benefits HTML 409K
39: R24 Contingencies and Other Accrued Losses HTML 113K
40: R25 Revenue HTML 102K
41: R26 Segment Information HTML 524K
42: R27 Quarterly Information (Unaudited) HTML 166K
43: R28 Valuation And Qualifying Accounts and Reserves HTML 299K
(Schedule II)
44: R29 Summary of Significant Accounting Policies HTML 342K
(Policies)
45: R30 Summary of Significant Accounting Policies HTML 233K
(Tables)
46: R31 Restructuring (Tables) HTML 262K
47: R32 Goodwill and Other Intangible Assets (Tables) HTML 228K
48: R33 Marketable Securities (Tables) HTML 217K
49: R34 Fair Value Measurements (Tables) HTML 206K
50: R35 Derivatives and Hedging (Tables) HTML 119K
51: R36 Borrowings (Tables) HTML 110K
52: R37 Income Taxes (Tables) HTML 328K
53: R38 Stock-Based Compensation (Tables) HTML 281K
54: R39 Accumulated Other Comprehensive Income (Loss) HTML 192K
(Tables)
55: R40 Earnings Per Share (Tables) HTML 141K
56: R41 Leases (Tables) HTML 58K
57: R42 Pension Plans (Tables) HTML 960K
58: R43 Postretirement Benefits (Tables) HTML 423K
59: R44 Contingencies and Other Accrued Losses (Tables) HTML 105K
60: R45 Revenue (Tables) HTML 87K
61: R46 Segment Information (Tables) HTML 521K
62: R47 Quarterly Information (Unaudited) (Tables) HTML 166K
63: R48 Summary of Significant Accounting Policies - HTML 170K
Additional Information (Detail)
64: R49 Assets Acquired and Liabilities Assumed on HTML 76K
Acquisition (Detail)
65: R50 Assets Acquired and Liabilities Assumed on HTML 42K
Acquisition (Parenthetical) (Detail)
66: R51 Property, Plant and Equipment (Detail) HTML 56K
67: R52 Useful Lives (Detail) HTML 52K
68: R53 Major Class of Inventory (Detail) HTML 49K
69: R54 Investment (Income), Net (Detail) HTML 51K
70: R55 Other Expenses (Income), Net (Detail) HTML 55K
71: R56 Other Expense (Income), Net (Parenthetical) HTML 50K
(Detail)
72: R57 Restructuring - Additional Information (Detail) HTML 61K
73: R58 Summary of Charges Recorded in Connection with HTML 91K
Restructuring by Reportable Segment (Detail)
74: R59 Summary of Charges Recorded in Connection with HTML 76K
Restructuring by Reportable Segment
(Parenthetical) (Detail)
75: R60 Summary of Activity in Restructuring Reserves HTML 65K
(Detail)
76: R61 Changes in Carrying Amount of Goodwill, by HTML 57K
Reportable Segment (Detail)
77: R62 Goodwill and Other Intangible Assets - Additional HTML 79K
Information (Detail)
78: R63 Other Intangible Assets Major Classes (Detail) HTML 82K
79: R64 Summary of Available-for-Sale Marketable HTML 81K
Securities by Asset Type (Detail)
80: R65 Marketable Securities - Additional Information HTML 54K
(Detail)
81: R66 Summary of Available-for-Sale Securities in HTML 55K
Unrealized Loss Position and Included in
Accumulated Other Comprehensive Income (Loss),
Aggregated by Length of Time Investments (Detail)
82: R67 Net Carrying Values of Debt Securities by HTML 72K
Contractual Maturity (Detail)
83: R68 Assets and Liabilities Measured at Fair Value on HTML 78K
Recurring Basis and Categorized using Fair Value
Hierarchy (Detail)
84: R69 Fair Value Measurements - Additional Information HTML 46K
(Detail)
85: R70 Fair Value and Carrying Value of Financial HTML 55K
Instruments and Long-Term Debt (Detail)
86: R71 Derivatives and Hedging - Additional Information HTML 57K
(Detail)
87: R72 Derivatives and Hedging - Schedule of Fair Values HTML 68K
of Qualifying and Non-Qualifying Instruments Used
in Hedging Transactions (Detail)
88: R73 Description of Long Term Debt (Detail) HTML 78K
89: R74 Description of Long Term Debt (Parenthetical) HTML 160K
(Detail)
90: R75 Borrowings - Additional Information (Detail) HTML 216K
91: R76 Income Taxes - Additional Information (Detail) HTML 112K
92: R77 Income before Income Taxes (Detail) HTML 47K
93: R78 Provision (Benefit) for Income Tax (Detail) HTML 71K
94: R79 Significant Components of Deferred Income Tax HTML 88K
Assets and Liabilities (Detail)
95: R80 Reconciliation of Income Tax Expense (Benefit) HTML 82K
Computed by Applying U.S. Statutory Federal Income
Tax Rate against Income (Loss) before Income Taxes
to Provision (Benefit) for Income Taxes (Detail)
96: R81 Activity Related to Unrecognized Tax Benefits HTML 55K
(Detail)
97: R82 Common Stock - Additional Information (Detail) HTML 56K
98: R83 Stock-Based Compensation Expense Included in HTML 55K
Consolidated Statements of Income (Detail)
99: R84 Summary of Weighted-Average Assumptions Related to HTML 52K
SARs Grants (Detail)
100: R85 Stock-Based Compensation - Additional Information HTML 175K
(Detail)
101: R86 Summary of Option and Share-Based Payment Activity HTML 79K
(Detail)
102: R87 Summary of Share-Based Performance-Earned HTML 67K
Restricted Stock and Performance Stock Units
Activity (Detail)
103: R88 Share-Based Activity under 2003 Plan (Detail) HTML 61K
104: R89 Awards and Restricted Stock Units Issued under HTML 61K
2007 Plan and 2014 Omnibus Plan (Detail)
105: R90 Summary of Activity for Nonvested Restricted HTML 66K
Shares (Detail)
106: R91 Accumulated Other Comprehensive Income (Loss) HTML 71K
(Detail)
107: R92 Accumulated Other Comprehensive Income (Loss) HTML 43K
(Parenthetical) (Detail)
108: R93 Reconciliation of Numerator and Denominator of HTML 101K
Basic and Diluted Earnings Per Share (Detail)
109: R94 Reconciliation of Numerator and Denominator of HTML 57K
Basic and Diluted Earnings Per Share
(Parenthetical) (Detail)
110: R95 Future Minimum Lease Commitments Under HTML 52K
Non-Cancelable Lease Agreement (Detail)
111: R96 Leases - Additional Information (Detail) HTML 42K
112: R97 Pension Plans - Additional Information (Detail) HTML 71K
113: R98 Retirement-Related Benefit Plans' Impact on Income HTML 68K
Before Income Taxes (Detail)
114: R99 Changes in Benefits Obligations and Plan Assets, HTML 110K
Pension (Detail)
115: R100 Amounts Recognized in Consolidated Balance Sheet, HTML 61K
Pension (Detail)
116: R101 Relationship between Plans Benefit Obligations and HTML 65K
Assets (Detail)
117: R102 Pretax Net Actuarial Loss and Prior Service HTML 55K
(Costs) Recognized in Accumulated Other
Comprehensive Income (Loss) not Affecting Retained
Earnings,Pension (Detail)
118: R103 Changes Recognized in Other Comprehensive Income, HTML 69K
Pension (Detail)
119: R104 Amounts in Accumulated Other Comprehensive Income HTML 50K
(Loss) that have not yet been Recognized in Net
Periodic Pension Cost, but are Expected to be
Recognized in Consolidated Statements of Income
(Detail)
120: R105 Weighted-Average Assumptions used to Determine HTML 60K
Benefit Obligations and Net Periodic Pension Cost
(Detail)
121: R106 Weighted-Average Actual Target Allocation of Plan HTML 73K
Assets (Detail)
122: R107 Pension Plan Assets Categorized Using Fair Value HTML 131K
Hierarchy (Detail)
123: R108 Activity that Occurred for Level Three Assets HTML 52K
(Detail)
124: R109 Components of Net Postretirement Expense (Detail) HTML 62K
125: R110 Changes in Benefit Obligation (Detail) HTML 64K
126: R111 Amounts Recognized in Consolidated Balance Sheets, HTML 53K
Postretirement (Detail)
127: R112 Pretax Net Actuarial Loss, Prior Service (Cost) HTML 54K
and Transition Assets/(Obligation) Recognized in
Accumulated Other Comprehensive Income (Loss) not
Affecting Retained Earnings, Postretirement
(Detail)
128: R113 Changes Recognized in Other Comprehensive Income, HTML 65K
Postretirement Benefits (Detail)
129: R114 Weighted-Average Assumptions used to Determine HTML 66K
Benefit Obligations and Net Periodic
Postretirement Cost (Detail)
130: R115 Increasing or Decreasing Current Health Care Cost HTML 56K
Trend (Detail)
131: R116 Postretirement Benefits - Additional Information HTML 60K
(Detail)
132: R117 Accrued Loss Reserves (Detail) HTML 52K
133: R118 Changes in Accrued Warranty Balances (Detail) HTML 51K
134: R119 Contingencies and Other Accrued Losses - HTML 44K
Additional Information (Detail)
135: R120 Revenue - Additional Information (Detail) HTML 52K
136: R121 Summary of Accounts Receivable Net of Allowances HTML 71K
and Net Contract Assets (Liabilities) (Detail)
137: R122 Segment Information - Additional Information HTML 55K
(Detail)
138: R123 Results of Reportable Segments (Detail) HTML 91K
139: R124 Net Sales and Long Lived Assets by Regions HTML 151K
(Detail)
140: R125 Quarterly Result of Operations (Detail) HTML 72K
141: R126 Quarterly Result of Operations (Parenthetical) HTML 60K
(Detail)
142: R127 Valuation and Qualifying Accounts and Reserves HTML 71K
(Schedule II) (Detail)
143: R128 Valuation and Qualifying Accounts and Reserves HTML 46K
(Schedule II) (Parenthetical) (Detail)
145: XML IDEA XML File -- Filing Summary XML 277K
144: EXCEL IDEA Workbook of Financial Reports XLSX 200K
10: EX-101.INS XBRL Instance -- rpm-20190531 XML 12.00M
12: EX-101.CAL XBRL Calculations -- rpm-20190531_cal XML 373K
13: EX-101.DEF XBRL Definitions -- rpm-20190531_def XML 1.56M
14: EX-101.LAB XBRL Labels -- rpm-20190531_lab XML 2.58M
15: EX-101.PRE XBRL Presentations -- rpm-20190531_pre XML 2.30M
11: EX-101.SCH XBRL Schema -- rpm-20190531 XSD 377K
146: ZIP XBRL Zipped Folder -- 0001564590-19-025795-xbrl Zip 473K
Exhibit 4.10
DESCRIPTION OF SECURITIES
The following description of the capital stock of RPM International Inc. (the “Company”), the Company’s amended and restated certificate of incorporation (the “Certificate”), and the Company’s amended and restated by-laws (the “By-Laws”) is a summary only and is subject to the complete text of the Certificate and the By-Laws.
Common Stock
The following description of the Company’s common stock (the “Common Stock”) summarizes the material terms and provisions of the Common Stock but is not complete. For the complete terms of the Common Stock, please refer to the Certificate and the By-Laws, which are incorporated by reference into this Exhibit.
The Certificate authorizes the Company to issue up to 300,000,000 shares of Common Stock, par value $0.01 per share. The Common Stock is traded on the New York Stock Exchange under the symbol “RPM.”
The holders of the Common Stock are entitled to one vote per share on all matters to be voted upon by stockholders generally, including the election of directors. There are no cumulative voting rights, and, as a result, a plurality of stockholders voting are able to elect directors. The Company has adopted a majority voting policy with regard to the election of directors which requires that any director who does not receive a majority of the votes cast for his or her election tender their resignation to the board. Holders of Common Stock are entitled to receive ratably dividends, if any, as may be declared from time to time by the board of directors out of funds legally available for that purpose. In the event of the liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of outstanding shares of preferred stock, if any. The holders of Common Stock have no preemptive or similar rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of Common Stock are legally issued, fully paid and nonassessable.
The By-Laws provide that special meetings of stockholders can be called only by the chairman of the board, the president, the majority of the board and the chairman of the board or the president at the written request of stockholders owning a majority of shares of the Company’s voting stock.
Preferred Stock
The board of directors has the authority, without stockholder approval, to issue shares of preferred stock in one or more series and to fix the number of shares and terms of each series. The board may determine the designation and other terms of each series, including, among others:
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dividend rights; |
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voting powers; |
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preemptive rights; |
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conversion rights; |
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redemption rights; and |
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liquidation rights. |
The issuance of preferred stock, while providing desired flexibility in connection with possible acquisitions and other corporate purposes, could adversely affect the voting power of holders of Common Stock. It also could affect the likelihood that holders of Common Stock will receive dividend payments and payments upon liquidation.
Anti-takeover Effects of the Certificate and the By-Laws
There are provisions in the Certificate and the By-Laws that could discourage potential takeover attempts. They could also make it more difficult for stockholders to change management. These provisions could adversely affect the market price of the Common Stock. These provisions include:
Authorized but Unissued Stock
The authorized but unissued Common Stock and preferred stock may be issued without stockholder approval (although the board of directors has represented that it will not issue any series of preferred stock for any defensive or anti-takeover purpose without stockholder approval). Authorized but unissued stock may be used for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued Common Stock and preferred stock could render it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Staggered Board
The board of directors is divided into three classes, with regular three-year staggered terms. This classification system increases the difficulty of replacing a majority of the directors and may tend to discourage a third-party from making a tender offer or otherwise attempting to gain control of the Company. In addition, under Delaware law, the Certificate and the By-Laws, the Company’s directors may be removed from office by the stockholders only for cause and only in the manner provided for in the Certificate. These factors may maintain the incumbency of the board of directors.
Amendment of the Certificate
Under Delaware law, in general, to amend a corporation’s certificate of incorporation, the directors of the corporation must first adopt a resolution deeming the amendment advisable and then the holders of a majority of the outstanding stock entitled to vote must vote in favor of the amendment. The Certificate does not change the effect of Delaware law in this regard, except that the provision in the Certificate regarding the number, election and terms of directors may not be repealed or amended without the vote of the holders of not less than 80% of the Company’s voting stock, voting as a single class.
Amendment of By-Laws
Under Delaware law, the power to adopt, amend or repeal by-laws is conferred upon the stockholders. A corporation may, however, in its certificate of incorporation also confer upon the board of directors the power to adopt, amend or repeal its by-laws. The Certificate and the By-Laws grant the board of directors the power to adopt, amend or repeal the By-Laws at any meeting of the board. Stockholders also may adopt, amend or repeal the By-Laws by a vote of a majority of the Company’s voting stock, except that the provision in the By-Laws regarding the number, election and terms of directors may not be repealed or amended without the vote of the holders of not less than 80% of the Company’s voting stock, voting as a single class.
Stockholder Action by Written Consent; Special Meetings of Stockholders
The By-Laws provide that no action that is required or permitted to be taken by stockholders at any annual or special meeting may be taken by written consent of stockholders in lieu of a meeting, and that, unless otherwise prescribed by law, a special meeting of stockholders may be called only by the chairman of the board, the president, a majority of the board of directors or the chairman of the board or president at the written request of stockholders holding a majority of the Company’s voting stock.
2
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/24/19 | 4 | ||
| For Period end: | 5/31/19 | 4, 5 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/01/23 RPM International Inc./DE S-3ASR 8/01/23 5:456K Donnelley … Solutions/FA 7/26/23 RPM International Inc./DE 10-K 5/31/23 144:40M Donnelley … Solutions/FA 7/25/22 RPM International Inc./DE 10-K 5/31/22 151:39M Donnelley … Solutions/FA 7/26/21 RPM International Inc./DE 10-K 5/31/21 146:37M ActiveDisclosure/FA |