UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||||||
| Edward W. Moore Senior Vice President, General Counsel and Chief Compliance Officer | ||||||