RPM 10-K Annual Report May 31, 2023 | Alphaminr
RPM INTERNATIONAL INC/DE/

RPM 10-K Fiscal year ended May 31, 2023

RPM INTERNATIONAL INC/DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedule

Exhibits

3.2 Amended and Restated By-Laws of the Company Current Report on Form 8-K(File No. 001-14187) April 27, 2009 4.2 Indenture, dated as of February 14, 2008, between the Company, as issuer, and The Bank of New York Trust Company, as trustee Registration Statement onForm S-3 (File No. 333-173395) April 8, 2011 4.3 Officers Certificate and Authentication Order dated October 23, 2012 for the 3.450% Notes due 2022 (which includes the form of Note) issued pursuant to the Indenture, dated as of February 14, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A. Current Report on Form 8-K(File No. 001-14187) October 23, 2012 4.4 Indenture, dated as of April 8, 2014, between the Company and Wells Fargo Bank, National Association Registration Statement on FormS-3 (File No. 333-195132) April 8, 2014 4.5 Officers Certificate and Authentication Order dated May 29, 2015 for the 5.250% Notes due 2045 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014, between the Company and Wells Fargo Bank, National Association Current Report on Form 8-K(File No. 001-14187) May 29, 2015 4.6 Officers Certificate and Authentication Order dated March 2, 2017 for the 5.250% Notes due 2045 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014, between the Company and Wells Fargo Bank, National Association Current Report on Form 8-K(File No. 001-14187) March 3, 2017 4.7 Officers Certificate and Authentication Order dated March 2, 2017 for the 3.750% Notes due 2027 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014, between the Company and Wells Fargo Bank, National Association Current Report on Form 8-K(File No. 001-14187) March 3, 2017 4.8 Officers Certificate and Authentication Order dated December 20, 2017 for the 4.250% Notes due 2048 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014, between the Company and Wells Fargo Bank, National Association Current Report on Form 8-K(File No. 001-14187) December 20, 2017 4.9 Officers Certificate and Authentication Order dated February 27, 2019 for the 4.550% Notes due 2029 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014 between the Company and Wells Fargo Bank, National Association. Current Report on Form 8-K(File No. 001-14187) February 28, 2019 4.10 Officers Certificate and Authentication Order dated January 25, 2022 for the 2.950% Notes due 2032 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014 between the Company and Computershare Trust Company, N.A, as successor to Wells Fargo Bank, National Association. Current Report on Form 8-K(File No. 001-14187) January 27, 2022 4.11 Description of Securities Annual Report on Form 10-K(File No. 001-14187) July 24, 2019 10.1 Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated October 31, 2018 Current Report on Form 8-K(File No. 001-14187) November 6, 2018 10.1.1 First Amendment to Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated April 30, 2020 Annual Report on Form 10-K(File No. 001-14187) July 27, 2020 10.102 Second Amendment to Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated December 16, 2021 Annual Report on Form 10-K(File No. 001-14187) July 25, 2022 10.103 Third Amendment to Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated December 30, 2021 Annual Report on Form 10-K(File No. 001-14187) July 25, 2022 10.104 Fourth Amendment to Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated August 1, 2022 Quarterly Report on Form 10-Q(File No. 001-14187) October 5, 2022 10.105 Fifth Amendment to Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated December 19, 2022 Quarterly Report on Form 10-Q(File No. 001-14187) April 6, 2023 10.2 Credit Agreement among RPM International Inc., RPM New Horizons Netherlands B.V., the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, dated February 21, 2020 Current Report on Form 8-K(File No. 001-14187) February 27, 2020 10.2.1 First Amendment to Credit Agreement among RPM International Inc., RPM New Horizons Netherlands B.V., the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, dated April 30, 2020 Annual Report on Form 10-K(File No. 001-14187) July 27, 2020 10.2.2 Second Amendment to Credit Agreement among RPM International Inc., RPM New Horizons Netherlands B.V., the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, dated April 15, 2021 Annual Report on Form 10-K(File No. 001-14187) July 26, 2021 10.2.3 Third Amendment to Credit Agreement among RPM International Inc., RPM New Horizons Netherlands B.V., the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, dated December 16, 2021 Previously shown as Exhibit 10.103 to Annual Report on Form 10-K(File No. 001-14187) July 25, 2022 10.2.4 Fourth Amendment to Credit Agreement among RPM International Inc., RPM New Horizons Netherlands B.V., the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, dated August 1, 2022 Quarterly Report on Form 10-Q(File No. 001-14187) October 5, 2022 10.3 Second Amended and Restated Receivables Sales Agreement dated May 9, 2014 Current Report on Form 8-K(File No. 001-14187) May 15, 2014 10.3.1 Amendment No. 1 to Second Amended and Restated Receivables Sale Agreement, dated as of August 29, 2014 Quarterly Report on Form 10-Q(File No. 001-14187) January 6, 2016 10.3.2 Amendment No. 2 to Second Amended and Restated Receivables Sale Agreement, dated as of November 3, 2015 Quarterly Report on Form 10-Q(File No. 001-14187) January 6, 2016 10.3.3 Amendment No. 3 to Second Amended and Restated Receivables Sale Agreement, dated as of December 31, 2016 Quarterly Report on Form 10-Q(File No. 001-14187) April 6, 2017 10.3.4 Amendment No. 4 to Second Amended and Restated Receivables Sale Agreement, dated as of March 31, 2017 Annual Report on Form 10-K(File No. 001-14187) July 27, 2020 10.3.5 Amendment No. 5 to Second Amended and Restated Receivables Sale Agreement, dated as of June 18, 2018 Annual Report on Form 10-K(File No. 001-14187) July 27, 2020 10.3.6 Amendment No. 6 to Second Amended and Restated Receivables Sale Agreement, dated as of December 26, 2019 Quarterly Report on Form 10-Q(File No. 001-14187) April 8, 2020 10.3.7 Amendment No. 7 to Second Amended and Restated Receivables Sale Agreement, dated as of June 5, 2020 Annual Report on Form 10-K(File No. 001-14187) July 27, 2020 10.38 Amendment No. 8 to Second Amended and Restated Receivables Sale Agreement, dated as of September 14, 2021 Annual Report on Form 10-K(File No. 001-14187) July 25, 2022 10.39 Amendment No. 9 to Second Amended and Restated Receivables Sale Agreement, dated as of September 30, 2021 Annual Report on Form 10-K(File No. 001-14187) July 25, 2022 10.310 Amendment No. 10 to Second Amended and Restated Receivables Sale Agreement, dated as of March 1, 2022 Annual Report on Form 10-K(File No. 001-14187) July 25, 2022 10.4 Amended and Restated Receivables Purchase Agreement, dated May 9, 2014 Current Report on Form 8-K(File No. 001-14187) May 15, 2014 10.4.1 Amendment No. 1 to Amended and Restated Receivables Purchase Agreement, dated as of February 25, 2015 Quarterly Report on Form 10-Q(File No. 001-14187) April 8, 2015 10.4.2 Amendment No. 2 to Amended and Restated Receivables Purchase Agreement, dated as of May 2, 2017 Current Report on Form 8-K(File No. 001-14187) May 8, 2017 10.4.3 Amendment No. 3 to Amended and Restated Receivables Purchase Agreement, dated as of June 18, 2018 Annual Report on Form 10-K(File No. 001-14187) July 27, 2020 10.4.4 Amendment No. 4 to Amended and Restated Receivables Purchase Agreement, dated as of May 8, 2020 Annual Report on Form 10-K(File No. 001-14187) July 27, 2020 10.4.5 Amendment No. 5 to Amended and Restated Receivables Purchase Agreement, dated as of May 22, 2020 Annual Report on Form 10-K(File No. 001-14187) July 27, 2020 10.4.6 Amendment No. 6 to Amended and Restated Receivables Purchase Agreement, dated as of March 18, 2021 Current Report on Form 8-K(File No. 001-14187) March 24, 2021 10.47 Amendment No. 7 to Amended and Restated Receivables Purchase Agreement, dated as of March 1, 2022 Annual Report on Form 10-K(File No. 001-14187) July 25, 2022 10.48 Amendment No. 8 to Amended and Restated Receivables Purchase Agreement, dated as of March 23, 2023 (x) 10.5 Amended and Restated Fee Letter, dated May 9, 2014 Current Report on Form 8-K(File No. 001-14187) May 15, 2014 *10.6 Amended and Restated Employment Agreement, effective December 31, 2008, by and between the Company and Frank C. Sullivan, Chairman and Chief Executive Officer Quarterly Report on Form 10-Q(File No. 001-14187) April 9, 2009 *10.7 Amended and Restated Employment Agreement, by and between the Company and Edward W. Moore, Vice President, General Counsel and Chief Compliance Officer Quarterly Report on Form 10-Q(File No. 001-14187) October 7, 2011 *10.10 RPM International Inc. Deferred Compensation Plan, as Amended and Restated Generally, effective February 1, 2021 Annual Report on Form 10-K(File No. 001-14187) July 26, 2021 10.11 Second Amendment and Restated Collection Account Agreement, dated July 29, 2010 Quarterly Report on Form 10-Q(File No. 001-14187) October 6, 2010 *10.12.6 Sixth Amendment to the RPM International Inc. 1997 Restricted Stock Plan Annual Report on Form 10-K(File No. 001-14187) July 30, 2007 *10.12.7 Seventh Amendment to the RPM International Inc. 1997 Restricted Stock Plan, effective December 31, 2008 Quarterly Report on Form 10-Q(File No. 001-14187) April 9, 2009 *10.13.1 Amendment No. 1 to the RPM International Inc. 2003 Restricted Stock Plan for Directors Annual Report on Form 10-K(File No. 001-14187) July 30, 2007 *10.13.2 Amendment No. 2 to the RPM International Inc. 2003 Restricted Stock Plan for Directors, effective December 31, 2008 Quarterly Report on Form 10-Q(File No. 001-14187) April 9, 2009 *10.14 RPM International Inc. Amended and Restated 2004 Omnibus Equity and Incentive Plan, effective July 21, 2009 Definitive Proxy Statement(File No. 001-14187) August 27, 2009 *10.14.1 Form of Performance-Earned Restricted Stock (PERS) and Escrow Agreement (for grants prior to October 10, 2008) Annual Report on Form 10-K(File No. 001-14187) August 15, 2005 *10.14.3 Form of Performance-Contingent Restricted Stock (PCRS) and Escrow Agreement Quarterly Report on Form 10-Q(File No. 001-14187) January 7, 2011 *10.14.4 Form of Performance-Earned Restricted Stock (PERS) and Escrow Agreement Quarterly Report on Form 10-Q(File No. 001-14187) January 8, 2009 *10.14.5 Form of Stock Appreciation Rights Agreement Quarterly Report on Form 10-Q(File No. 001-14187) January 8, 2009 *10.15 RPM International Inc. 2007 Restricted Stock Plan Current Report on Form 8-K(File No. 001-14187) October 12, 2006 *10.15.1 Amendment No. 1 to the RPM International Inc. 2007 Restricted Stock Plan, effective December 31, 2008 Quarterly Report on Form 10-Q(File No. 001-14187) April 9, 2009 *10.16 RPM International Inc. Amended and Restated Incentive Compensation Plan Quarterly Report on Form 10-Q(File No. 001-14187) October 9, 2007 *10.17 Amended and Restated Employment Agreement, effective December 31, 2008, by and between the Company and Russell L. Gordon, Vice President and Chief Financial Officer Annual Report on Form 10-K(File No. 001-14187) July 24, 2013 10.18 Settlement Term Sheet, dated July 26, 2014, by and among the Company, Bondex, SPHC, Republic, the Asbestos Claimants Committee, counsel for each member of the Asbestos Claimants Committee in its individual capacity and on behalf of such member, and Eric Green, in his capacity as the Future Claimants Representative Current Report on Form 8-K(File No. 001-14187) July 31, 2014 *10.19 RPM International Inc. 2014 Omnibus Equity and Incentive Plan, effective October 10, 2014 Definitive Proxy Statement(File No. 001-14187) August 26, 2014 *10.19.1 Amended and Restated RPM International Inc. 2014 Omnibus Equity and Incentive Plan, effective October 4, 2018 Definitive Proxy Statement(File No. 001-14187) August 30, 2018 *10.19.2 Amended and Restated RPM International Inc. 2014 Omnibus Equity and Incentive Plan, effective October 3, 2019 Definitive Proxy Statement(File No. 001-14187) August 27, 2019 10.20 Plan of Reorganization Current Report on Form 8-K(File No. 001-14187) December 23, 2014 *10.21 Amended and Restated Employment Agreement, effective December 31, 2008, by and between the Company and Janeen B. Kastner, Vice President Corporate Benefits and Risk Management Quarterly Report on Form 10-Q(File No. 001-14187) October 7, 2015 10.22 Cooperation Agreement, dated as of June 27, 2018, by and among the Company, Elliott Associates, L.P., Elliott International, L.P., and Elliott International Capital Advisors Inc. Current Report on Form 8-K(File No. 001-14187) June 28, 2018 *10.23 Employment Agreement by and between the Company and Timothy R. Kinser, Vice President Operations (x) 21.1 Subsidiaries of the Company (x) 23.1 Consent of Independent Registered Public Accounting Firm (x) 31.1 Rule 13a-14(a) Certification of the Companys Chief Executive Officer (x) 31.2 Rule 13a-14(a) Certification of the Companys Chief Financial Officer (x) 32.1 Section 1350 Certification of the Companys Chief Executive Officer (xx) 32.2 Section 1350 Certification of the Company Chief Financial Officer (xx)