Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Elizabeth F. Whited to the Board of Directors
On October 22, 2021, the Board of Directors (the "Board") of RPM International
Inc. (the "Company") appointed Elizabeth F. Whited to Class I of the Board.
Ms. Whited's term will expire at the Company's Annual Meeting of Stockholders in
2022, at which time she will stand for re-election to the Board by the Company's
stockholders. She will serve on the Board's Compensation Committee. Ms. Whited
is the Executive Vice President and Chief Human Resource Officer of Union
Pacific Corporation (NYSE: UNP).
Ms. Whited's compensation for her service as a director will be consistent with
that of the Company's other directors who are not employees or consultants of
the Company, as described in the Company's definitive proxy statement filed with
the Securities and Exchange Commission on August 25, 2021 under the caption
"Director Compensation," which portion of such proxy statement is incorporated
herein by reference.
In connection with her appointment as a director, the Company and Ms. Whited
entered into an indemnification agreement effective as of October 22, 2021. The
indemnification agreement is the same as the indemnification agreements the
Company has entered into with each of its directors and executive officers. The
indemnification agreement requires the Company to indemnify Ms. Whited to the
fullest extent permitted by law against all expenses, judgments, settlements,
fines and penalties, actually and reasonably incurred in the defense or
settlement of any civil, criminal, administrative or investigative action
brought against her by reason of her relationship with the Company, including
third-party claims and proceedings brought by or in the right of the Company,
subject to certain exceptions. The rights provided to Ms. Whited under the
indemnification agreement are in addition to any other rights she may be
entitled to under the Company's Amended and Restated Certificate of
Incorporation or Amended and Restated By-laws, the General Corporation Law of
the State of Delaware or otherwise. The description of the indemnification
agreement set forth in this Item 5.02 is not complete and is qualified in its
entirety by reference to the full text of the form of indemnification agreement.
The form of indemnification agreement between the Company and each of its
directors and executive officers was filed as Exhibit 10.14 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 2002 and is
incorporated herein by reference.
There are no arrangements or understandings between Ms. Whited and any other
persons pursuant to which Ms. Whited was selected as a director. There have been
no transactions involving the Company or any of its subsidiaries in which
Ms. Whited has or will have a direct or indirect material interest that are
required to be disclosed by Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On October 27, 2021, the Company issued a press release announcing Ms. Whited's
appointment to the Board. A copy of the press release is attached to this
current report on Form 8-K as Exhibit 99.1.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Form of Indemnification Agreement entered into by and between the
Company and each of its Directors and Executive Officers, which is
incorporated herein by reference to Exhibit 10.14 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 2002
(File No. 001-14187).
99.1 Press Release of the Company, dated October 27, 2021, announcing the
appointment of Elizabeth F. Whited to the Board.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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