RPM International, Inc. AGM 2026
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Good afternoon, and welcome to the RPM International Inc. 2026 Annual Meeting of Stockholders. As is our custom, the meeting will be divided into three sections. The first section will be the formal portion of the annual meeting. The second session will be a discussion of the annual report and the first quarter financial results of the company. The third section will be a question and answer period. Any stockholders who are logged in and have a question may submit it at any time during the meeting by typing your question in the Ask a Question box at the bottom left of your screen. I now call to order the RPM International Inc. 2026 Annual Meeting of Stockholders. Please note that Tracy D. Crandall will keep the minutes of the meeting.
Mr. Chairman, I have an affidavit from Broadridge Financial Solutions Inc. to the effect that notice of this meeting was duly sent on August 25, 2026, to stockholders of record at the close of business on August 14, 2026, and that this annual meeting has been duly called in accordance with the order of the board of directors.
Let the record show that Ms. Tammy A. Zollner and Gregory S. Harvey are the inspectors of election, and that they have tabulated the proxies.
As of the record date, there were outstanding and entitled to vote approximately 128 million shares of common stock, so that approximately 64 million shares constitute a quorum. Since at least 114 million shares, which is approximately 89% of the shares outstanding, are represented at the meeting by proxy, according to a recent tabulation, a quorum is present at the meeting.
I now declare the formal portion of the meeting open for transacting such business as may be properly brought before it, and the polls open. At this time, any stockholders who are logged in who have not already submitted a proxy and wish to vote their shares may do so by clicking the Vote Here button on the bottom right-hand side of your screen. The first order of business will be the election of 12 directors. The term of office of each of the elected directors will be one year, which will expire at the annual meeting of stockholders to be held in 2027. The board of director nominees are 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, Elizabeth F. Whited. I will now entertain a motion with respect to the nomination of the directors.
Let the record show that Ms. Janeen B. Kastner made a motion to nominate the following 12 persons to serve as directors of RPM International Inc. for a term of one year, expiring at the RPM International Inc. Annual Meeting of Stockholders in 2027, or until their successors shall have been duly elected. 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, Elizabeth F. Whited. Let the record further show that Mr. Russell L. Gordon seconded the motion. A recent tabulation of the votes received by proxy indicates that an average of 102 million shares, which represents an average of approximately 98% of the shares voting, have been voted for election of the 12 nominees as directors.
The final results of the tabulation of votes will be made available after the meeting to any stockholder upon request.
This confirms the election of the 12 nominees to serve as directors of the RPM International Inc. board of directors for a term of one year that expires at the annual meeting of stockholders in 2027. The next order of business will be to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement, also known as a Say-on-Pay vote.
Let the record show that Ms. Tammy A. Zollner made a motion to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement, and that Ms. Jessica L. Medvec seconded the motion. A recent tabulation of the votes received by proxy indicates that at least 96 million shares, which represents approximately 93% of the shares voting, have been voted to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement. The final results of the tabulation of votes will be made available after the meeting to any stockholder upon request.
This confirms the approval on an advisory basis of the compensation of the named executive officers as disclosed in the proxy statement. The next order of business will be the ratification of the audit committee's appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for the fiscal year 2027.
Let the record show that Ms. Janeen B. Kastner moved that the appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for fiscal year 2027 be ratified, and that Mr. Russell L. Gordon seconded the motion. A recent tabulation of the votes received by proxy indicates that at least 113 million shares, which represents approximately 99% of the shares voting, have been voted for the ratification of the appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for fiscal year 2027. The final results of the tabulation of votes will be made available after the meeting to any stockholder upon request.
This confirms the ratification of the appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for fiscal year 2027. The formal portion of the meeting has concluded. I will now entertain a motion to adjourn.
Let the record show that Ms. Janeen B. Kastner moved that the meeting be adjourned, and that Mr. Russell L. Gordon seconded the motion. The formal portion of the meeting is duly adjourned and the poll is closed.
I would like to welcome RPM shareholders on our call today, and thank you for your participation, and most importantly, thank you for your investment in RPM. I will take you through a presentation highlighting our results for our 2026 fiscal year, talk about our first quarter of our 2027 fiscal year, and also announce the action of our board today at a board of directors meeting. This first slide highlights Regulation G, which basically says you cannot hold against us any comments we make about the future, which is certainly true given these volatile times. Despite the volatility in our markets, fiscal 2026 was another year of record results. Our $7.9 billion. Our adjusted EBIT grew 4.4%, also to a record of $1.019 billion, and our adjusted diluted earnings per share grew by 4.3% to a record $5.53.
As importantly, our cash provided by operating activities during the fiscal year grew 17% to $899 million, the second highest cash flow from operating activities in the company's history. This chart reflects RPM's fiscal 2026 results throughout the globe. As you can see, 77% of our $7.9 billion in revenues were generated in North America, with 15% generated throughout Europe. Notably, the sales in the Southern Hemisphere developing portion of the world were nearly $600 million, or 8% of RPM's consolidated results. This is up from less than 5% just a few years ago, highlighting the dramatic growth of our businesses in this part of the world. At RPM, we continue to invest for growth, and these are just a few examples.
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