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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/30/24 RPM International Inc./DE 8-K:5,9 1/24/24 11:302K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 28K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 122K 6: R1 Document and Entity Information HTML 49K 8: XML IDEA XML File -- Filing Summary XML 11K 11: XML XBRL Instance -- d617296d8k_htm XML 15K 7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.LAB XBRL Labels -- rpm-20240124_lab XML 57K 5: EX-101.PRE XBRL Presentations -- rpm-20240124_pre XML 36K 3: EX-101.SCH XBRL Schema -- rpm-20240124 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 10: ZIP XBRL Zipped Folder -- 0001193125-24-019445-xbrl Zip 46K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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) i January 24, 2024
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
i Delaware | i 1-14187 | i 02-0642224 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 2628 Pearl Road, i P.O. Box 777, i Medina, Ohio | i 44258 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (330) i 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):
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
i Common Stock, par value $0.01 | i RPM | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 24, 2024, the Board of Directors of RPM International Inc. (the “Company”) approved and adopted an amendment to the Company’s Amended and Restated By-Laws (the “By-Laws”) to add a proxy access by-law (the “Amendment”). The Amendment became effective on January 24, 2024.
The Amendment adds Article XV to the By-Laws, entitled “Stockholder Nominations included in the Company’s Proxy Materials.” Article XV permits a stockholder or a group of up to twenty stockholders that has owned three percent or more of the Company’s outstanding common stock continuously for at least three years to nominate, and include in the Company’s proxy materials for its annual meeting of stockholders, director candidates constituting up to the greater of (i) two directors or (ii) 20% of the number of the Company’s directors then-serving on the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in Article XV. The Amendment also contains related conforming changes.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the By-Laws. A copy of the By-Laws is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
3.1 | Amended and Restated By-Laws of RPM International Inc. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
RPM International Inc. | ||||||
(Registrant) | ||||||
Date January 30, 2024 | ||||||
/s/ Edward W. Moore | ||||||
Senior Vice President, General Counsel and Chief Compliance Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 1/30/24 | |||
For Period end: | 1/24/24 | SC 13G/A | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/04/24 RPM International Inc./DE 10-Q 2/29/24 81:13M Donnelley … Solutions/FA |