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
(Exact name of registrant as specified in its charter)
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P.O. Box 777, 2628 Pearl Road, Medina, Ohio
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44258 |
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(Address of principal executive offices)
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry Into Material Definitive Agreement.
2007 Restricted Stock Plan and 2007 Incentive Compensation Plan
At the Annual Meeting of Stockholders held on
October 5, 2006, the stockholders of RPM
International Inc. (the
“Company”) approved the RPM International Inc. 2007 Restricted Stock Plan
(the
“2007 Restricted Stock Plan”) and the RPM International Inc. 2007 Incentive Compensation Plan
(the
“2007 Incentive Compensation Plan,” and together with the 2007 Restricted Stock Plan, the
“Plans”).
The 2007 Restricted Stock Plan was approved and adopted by the Compensation Committee and the
Board of Directors on
July 12, 2006 and
July 18, 2006, respectively, subject to stockholder
approval. The maximum aggregate number of shares to be issued under the 2007 Restricted Stock Plan
is 1,000,000. The 2007 Restricted Stock Plan will replace the RPM International Inc. 1997
Restricted Stock Plan (the
“1997 Plan”), which currently has 627,804 shares of Common Stock
available for issuance and which, by its terms, expires on
May 31, 2007. Unless additional shares
of Common Stock are issued under the 1997 Plan prior to its expiration, the net number of
additional shares covered by the 2007 Restricted Stock Plan will be effectively 372,196. Under the
2007 Restricted Stock Plan,
the Company may award shares of Common Stock subject to certain vesting
and forfeiture restrictions as set forth under the 2007 Restricted Stock Plan or the agreement
under which the Restricted Stock is granted (the
“Restricted Stock”) to employees of
the Company
and its
subsidiaries, including employee Directors, who are eligible to receive awards of
Restricted Stock. It is anticipated that approximately 20 key employees will be eligible to
receive Restricted Stock under the 2007 Restricted Stock Plan. Participants holding Restricted
Stock will be entitled to receive dividends and to exercise voting rights during the period in
which the Restricted Stock is subject to forfeiture. Restricted Stock granted under the 2007
Restricted Stock Plan will directly reduce dollar-for-dollar and replace the cash amount of
supplemental retirement restoration benefits and supplemental death restoration benefits owed to
participants under
the Company’s 1991 Benefit Restoration Plan, which was frozen in 1997. The 2007
Restricted Stock Plan will become effective as of
June 1, 2007.
The 2007 Incentive Compensation Plan was approved and adopted by the Compensation Committee
and the Board of Directors on
July 12, 2006 and
July 18, 2006, respectively, subject to stockholder
approval. Under the 2007 Incentive Compensation Plan,
the Company may grant annual cash bonus
awards to the Chief Executive Officer of
the Company, the other four most highly compensated
officers of
the Company, and any other executive employee of
the Company for whom, in the
Compensation Committee’s judgment, compensation paid could be, in the absence of the 2007 Incentive
Compensation Plan, subject to deductibility limitations under 162(m) of the Internal Revenue Code
of 1986, as amended (the
“Code”) (collectively, the
“Executive Officers”). Under the 2007
Incentive Compensation Plan, the Compensation Committee will, during the first ninety days of each
fiscal year establish the performance goals and award levels applicable to each participant. The
Compensation Committee may use performance objectives based on one or more of the measures set
forth in the 2007 Incentive Compensation Plan, and the performance objectives may be adjusted to
exclude certain items which are not related to the performance of the participants. The total of
all payments to any one participant under the 2007 Incentive Compensation Plan in any fiscal year
shall not exceed $1,500,000. All payments made under the 2007 Incentive Compensation Plan are
intended to constitute qualified
“performance based compensation” for purposes of Section 162(m) of
the Code. The 2007 Incentive Compensation Plan will replace the RPM International Inc. 1995
Incentive Compensation Plan as the primary annual cash bonus program for
the Company’s Executive
Officers beginning with fiscal 2008.
A description of the material features of the Plans was included in
the Company’s Definitive
Proxy Statement furnished in connection with the Annual Meeting of Stockholders held on
October 5,
2006. The descriptions of the Plans are qualified in their entirety by reference to the full text of the Plans, which are filed as
Exhibits 10.1 and 10.2 to this current report on
Form 8-K.
Amended and Restated Employment Agreements
In connection with the election of Ronald A. Rice as Executive Vice President and Chief
Operating Officer,
P. Kelly Tompkins as Executive Vice President and Chief Administrative Officer
and Paul G. Hoogenboom as Senior Vice President — Manufacturing and Operations and Chief
Information Officer (each, an
“Elected Officer”) on
October 5, 2006 as described in Item 5.02
below,
the Company will enter into Amended and Restated Employment Agreements with each of the
Elected Officers (the
“October 2006 Employment Agreements”), effective as of that date.
Each of the October 2006 Employment Agreements will amend and restate the amended and restated
employment agreements between
the Company and each of the Elected Officers effective as of
June 1,
2006 (the
“June 2006 Employment Agreements”) to include the Elected Officer’s new title and duties
and annual base salary. In connection with the Elected Officers’ assumption of new positions and
duties, each of Mr. Rice and Mr. Tompkins received an increase in annual base salary to $435,000,
and Mr. Hoogenboom received an increase in annual base salary to $325,000. The other material
terms of the October 2006 Employment Agreements will remain the same as the June 2006 Employment
Agreements. A description of such terms was included in
the Company’s current report on Form 8-K,
filed with the Commission on
August 22, 2006 and is
incorporated herein by reference.
A copy of the form of October 2006 Employment Agreement to be entered into between
the Company
and each of the Elected Officers is attached as
Exhibit 10.3 and is incorporated herein by
reference. The foregoing description of the October 2006 Employment Agreements is qualified in its
entirety by reference to the full text of the form of October 2006 Employment Agreement.
Item 5.02 Appointment of Officers.
On
October 5, 2006, the Board of Directors of
the Company elected Ronald A. Rice as Executive
Vice President and Chief Operating Officer,
P. Kelly Tompkins as Executive Vice President and Chief
Administrative Officer and Paul G. Hoogenboom as Senior Vice President — Manufacturing and
Operations and Chief Information Officer.
In his position as Executive Vice President and Chief Operating Officer, Mr. Rice, age 43,
will be responsible for overseeing
the Company’s five global business units. He will continue to
serve as
the Company’s Assistant Secretary. Mr. Rice was elected Senior Vice
President-Administration on
October 11, 2002 and Assistant Secretary on
August 5, 1999. From
October 2001 to October 2002, he served as Vice President-Administration. From August 1999 to
October 2001, Mr. Rice served as
the Company’s Vice President-Risk Management and Benefits. From
1997 to August 1999, he served as Director of Risk Management and Employee Benefits, and from 1995
to 1997 he served as Director of Benefits. From 1985 to 1995, Mr. Rice served in various
capacities with the Wyatt Company, most recently as Senior Account Manager.
In his position as Executive Vice President and Chief Administrative Officer, Mr. Tompkins,
age 50, will be responsible for overseeing
the Company’s global financial, legal, public affairs
and risk management operations. He will continue to serve as
the Company’s Secretary. Mr.
Tompkins was elected Senior Vice President of
the Company on
October 11, 2002. He has served as
General Counsel and Secretary since June 1998, and served as Vice President from June 1998 to
October 2002. From June 1996 to June 1998, Mr. Tompkins served as Assistant General Counsel. From
1987 to 1995, Mr. Tompkins was employed by Reliance Electric Company in various positions including
Senior Corporate Counsel, Director of Corporate Development and Director of Investor Relations.
From 1985 to 1987, Mr. Tompkins was employed as a litigation attorney by Exxon Corporation.
In his position as Senior Vice President — Manufacturing and Operations and Chief Information
Officer, Mr. Hoogenboom, age 46, will continue to be responsible for managing capital spending,
integrating RPM’s information technology systems and coordinating manufacturing, distribution and
raw materials purchasing. Mr. Hoogenboom was elected Vice President-Operations of
the Company on
August 1, 2000 and as Chief Information Officer on
October 11, 2002. Mr. Hoogenboom served as Vice
President and General Manager of
the Company’s e-commerce subsidiary, RPM-e/c, Inc., in 1999. From
1998 to 1999, Mr. Hoogenboom was a Director of Cap Gemini, a computer systems and technology
consulting firm. During 1997, Mr. Hoogenboom was employed as a strategic marketing consultant for
Xylan Corporation, a network switch manufacturer. From 1994 to 1997, Mr. Hoogenboom was Director
of Corporate IT and Communications for A.W. Chesterton Company, a manufacturer of fluid sealing
systems.
In connection with the officer elections,
the Company will enter into an amended and restated
employment agreement with each of Mr. Rice, Mr. Tompkins and Mr. Hoogenboom, effective as of
October 5, 2006. The description of the October 2006 Employment Agreements under Item 1.01 above
is
incorporated herein by reference.
Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1
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RPM International Inc. 2007 Restricted Stock Plan. |
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10.2
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RPM International Inc. 2007 Incentive Compensation Plan. |
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10.3
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Form of Amended and Restated Employment Agreement, dated as of
October 5, 2006, to be entered into by and between the Company
and each of Ronald A. Rice, Executive Vice President, Chief
Operating Officer and Assistant Secretary; P. Kelly Tompkins,
Executive Vice President, Chief Administrative Officer and
Secretary; and Paul G. Hoogenboom, Senior Vice President —
Manufacturing and Operations and Chief Information Officer.
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99.1
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Press release of the Company, dated October 5, 2006,
announcing officer elections. |
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99.2
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Press Release of the Company, dated October 5, 2006,
announcing adoption of the Plans and a dividend increase. |