RPM International : 2020 Annual Meeting Transcript

REFINITIV STREETEVENTS

EDITED TRANSCRIPT

RPM.N - RPM International Inc Annual Shareholders Meeting

EVENT DATE/TIME: OCTOBER 08, 2020 / 6:00PM GMT

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OCTOBER 08, 2020 / 6:00PM, RPM.N - RPM International Inc Annual Shareholders Meeting

C O R P O R A T E P A R T I C I P A N T S

Edward W. Moore RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

Frank C. Sullivan RPM International Inc. - Chairman, President & CEO

P R E S E N T A T I O N

Operator

Welcome to the 2020 Annual Meeting for RPM International Inc. Our host for today's call is Frank Sullivan, RPM's Chairman and CEO. (Operator Instructions)

I will now turn the call over to your host, Mr. Sullivan. You may begin, sir.

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

Thank you, Paul. Good afternoon, and welcome to the RPM International Inc. 2020 Virtual Annual Meeting of Stockholders.

We have adopted a virtual meeting format due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, employees and their families. As is our custom, the meeting will be divided into 3 sections: the first section constituting the formal portion of the annual meeting; the second section constituting a discussion of the annual report and the first quarter financial results of the company; and the third section constituting a question-and-answer period for answering your questions.

Any stockholders who are logged in and have a question may submit it at any time during the meeting by typing it into the ask-a-question box at the bottom left of your screen.

I now call to order the RPM International Inc. 2020 Virtual Annual Meeting of Stockholders. Please note that Edward W. Moore will keep the minutes of the meeting.

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

I have an affidavit from Broadridge Financial Solutions, Inc. to the effect that notice of this meeting was duly set on August 26, 2020, to stockholders of record at the close of business on August 14, 2020, and that this annual meeting has been duly called in accordance with the order of the Board of Directors.

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

Let the record show that Tracy D. Crandall and Keith R. Smiley are the inspectors of election and that they have tabulated the proxies.

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

As of the record date, there were outstanding and entitled to vote approximately 130 million shares of common stock so that approximately 65 million shares constitute a quorum. Since over 117 million shares or 90% of the shares outstanding are represented at the meeting by proxy, a quorum is present at the meeting.

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OCTOBER 08, 2020 / 6:00PM, RPM.N - RPM International Inc Annual Shareholders Meeting

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

I now declare the formal portion of the meeting open for transacting such business as may properly be 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 now by clicking on the vote-here button on the bottom right of your screen.

The first order of business will be the election of 4 directors who will compromise the membership of Class III of the Board of Directors. The term of office of such director in Class III will expire at the Annual Meeting of Stockholders to be held in 2023.

The Board of Directors nominees for Class III director positions are: Julie A. Lagacy; Robert A. Livingston; Frederick R. Nance; and William B. Summers, Jr.

I will now entertain a motion with respect to the nominations of the directors in Class III.

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

Let the record show that Ms. Tracy D. Crandall made a motion to nominate the following 4 persons to serve as directors of RPM International Inc. as members of the Class III of the Board of Directors for a term of 3 years expiring at the RPM International Inc. Annual Meeting of Stockholders in 2023 and until their successors shall have been duly elected: Julie A. Lagacy; Robert A. Livingston; Frederick R. Nance; and William B. Summers, Jr. Let the record further show that Mr. Russell L. Gordon seconded the motion.

A recent tabulation of the votes received by proxy indicates that over 100 million shares, or 96% of the shares voting, have been voted for the election of each of the nominees as directors. The final results of the tabulation of votes will be made available after the meeting.

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

This confirms the election of the 4 nominees to serve as directors in Class III of the Board of Directors for a term of 3 years that expires at the Annual Meeting of Stockholders in 2023.

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.

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

Let the record show that Ms. Janeen B. Kastner 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. Kathie M. Rogers seconded the motion.

A recent tabulation of the votes received by proxy indicates that over 98 million shares, or 94% 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.

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

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 2021.

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OCTOBER 08, 2020 / 6:00PM, RPM.N - RPM International Inc Annual Shareholders Meeting

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

Let the record show that Mr. Keith R. Smiley moved that the appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for fiscal year 2021 be ratified, and that Mr. Frank C. Sullivan seconded the motion.

Our recent tabulation of the votes received by proxy indicates that over 116 million shares, or 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 2021. The final results of the tabulation of votes will be made available after the meeting.

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

This confirms the ratification of the appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for fiscal year 2021.

The formal portion of the meeting has concluded, and I will now entertain a motion to adjourn.

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

Let the record show that Ms. Tracy D. Crandall moved that the meeting be adjourned and that Mr. Russell L. Gordon seconded the motion.

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

The formal portion of the meeting is duly adjourned, and the poll is closed.

I would now like to take a few minutes to comment on our performance over the last couple of years and how we have positioned RPM for continuing growth and success in the coming years, after which we will address your questions.

This slide, of course, is provided by our lawyers and is required to bring to your attention prior to making any statements about our future expectations. This MAP to Growth summary slide, which we introduced publicly in November of 2018, highlights the purpose, vision and goals of our 2020 MAP to Growth operating improvement program. We are delivering on our purpose to position RPM for sustained profitable growth, creating superior value for our customers, the entrepreneurs that join the family of RPM companies, our associates and our shareholders.

We are continuing to execute aggressively towards our long-term vision of transforming RPM into a more connected and efficient company, focused on operational excellence and continuous improvement, while maintaining the strengths of our historic entrepreneurial culture.

At our investor meeting in November of 2018, we outlined a detailed plan summarized by this waves chart, which highlights the 3 primary categories of focus: manufacturing, procurement and G&A, over a 2.5 year 3-wave time frame. Our commitment was the achievement of $290 million of expense reductions and efficiency benefits from our operating improvement program efforts.

2 years into this program, as of the fiscal year ended May 31, 2020, we are $50 million ahead of our original targets. While the impact of the coronavirus pandemic, along with a lower realized level of growth versus our original expectations has delayed the achievement of our goals, we are confident that within the next year, we will have achieved more than $300 million of savings and efficiency in relationship to our original plan. Our 2020 MAP to Growth operating improvement program is working exceptionally well as a result of the guidance and input from our Board of Directors and the exceptional execution by RPM's 15,000 associates around the globe.

Another way to measure our progress is to look at the quarter-by-quarter adjusted actual results. This chart reflects 6 quarters of strong performance, including the first quarter results of our 2021 fiscal year, which were just released yesterday. We have demonstrated the ability to leverage modest

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OCTOBER 08, 2020 / 6:00PM, RPM.N - RPM International Inc Annual Shareholders Meeting

revenue growth to strong double-digit earnings growth in each and every quarter, with the exception of the COVID-19 pandemic impacted fourth quarter when we were facing government-mandated shutdowns and stay-at-home orders around the globe.

As we communicated in our investor conference call, we anticipate a second quarter of mid-single-digit growth and another quarter of 20% or more operating earnings growth. The benefits of our operating improvement program and our ability to continue to grow at levels equal to or better than our peers has generated strong returns for our stockholders.

You will recall in our 2020 annual report to stockholders, we showed a version of this chart, which is on the screen now, which covered the 2-year period ending March 31, 2020. In that chart versus this same set of competitor peers as well as a number of stock market benchmarks, RPM was #1. For the 2-year period ended May 31, 2020, the end of our 2020 fiscal year, our stock price performance once again show strong comparison to our peers by delivering a 2-year absolute return of 51%, significantly better than the S&P 500 Chemicals Index, the Dow Jones Industrial Average and the S&P 500 over the same time period.

In fact, the benefits of the exceptional execution of our 2020 MAP to Growth operating improvement program has led RPM's total shareholder returns to outperform our peers in the broader market for both the 5-year and 10-year periods reflected in the chart you now see on the screen.

Because of this strong performance and our expectations for a fiscal 2021 achievement of record sales and record adjusted earnings, our Board meeting this -- at our Board meeting this morning, the RPM Board of Directors acted to increase our cash dividend to shareholders for the 47th consecutive year, increasing our quarterly per share dividend from $0.36 to $0.38 per share, an annual cash dividend rate of $1.52, which is a 5.6% increase over the prior year.

Over the 2-year period of our operating improvement program, we have returned $892 million to RPM shareholders through a combination of cash dividends paid and shares repurchased.

This chart represents RPM's new, as of last year, 4-group structure and our 4 publicly reportable segments. Of note, from our prior organization chart is the movement of RPM from the top of this org chart to the middle, reflecting our efforts to centralize areas like procurement, and to be center-led in driving a culture of operating efficiency and continuous improvement in our manufacturing operations. Through our realignment into these 4 groups, the drive and commitment of our operating leaders and the benefits of our 2020 MAP to Growth operating improvement program, RPM is well positioned to continue to deliver for our shareholders for years to come.

Underlying this organizational structure are our 3 fundamental key strategic drivers: our entrepreneurial approach to customers with leading brands driving innovation and growth; becoming center-led in operations and administration, driving efficiency and continuous improvement; and of course, the Value of 168, our commitment to operating with transparency, trust and respect in all that we do.

This concludes our prepared remarks. We will now be showing some videos of RPM consumer product advertising and a unique RPM industrial company to allow you the time to formulate and submit any questions you have through the webcast portal. When these videos are finished, we will answer your questions.

Any stockholder who are logged in and have a question may submit it now by typing it in the ask-a-question box at the bottom left of your screen. We will now run the videos.

[Video Presentation]

Q U E S T I O N S A N D A N S W E R S

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

We will now proceed to answer the questions that we have received on the webcast portal.

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OCTOBER 08, 2020 / 6:00PM, RPM.N - RPM International Inc Annual Shareholders Meeting

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

The first question is, can I change a previous proxy vote now? And the answer would be that there is a mechanism if you've logged in as a stockholder to go to the vote-here button, to accomplish that.

The second question is related to viewing the shareholder list. There's a question that says, "I cannot view the shareholder list." And if you're logged in as a stockholder, you can view the shareholder list by going to the bottom right corner of your screen, and there's a link called registered shareholders list in the gray box.

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

Ed, could you review how a shareholder could log in as a shareholder?

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

Oh, sure. To log in as a shareholder, on the very first page, you need your 16-digit control number that's on your proxy card, and that's how you would log in as a stockholder.

We have 2 questions, Frank, related to the dividend. One was answered, I believe, already. Is the dividend is safe? But the second one is, what's the effective date of the dividend increase to $0.38? Which quarter will that be paid in?

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

The effective date of the $0.38 will be paid as of...

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

At the end of October.

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

At the end of October?

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

Right. For the upcoming payment.

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

The question as to whether the dividend is safe, we believe, is yes. We have increased our cash dividend for 47 consecutive years now. And with this dividend increase, which is a relatively modest 5.6% increase, particularly in light of the strong earnings results that we have generated and expect to generate at least in the next quarter, I would tell you that our dividend is safe and that we've been prudent in growing our dividend at the level we have over the last couple of years, in light of the challenges that we are all facing, in particular, the COVID pandemic.

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OCTOBER 08, 2020 / 6:00PM, RPM.N - RPM International Inc Annual Shareholders Meeting

Our goal is to get our dividend payout ratio below 40%, which we believe we will accomplish this year. After which, we will be able to grow the dividend at a more robust rate in line with our earnings growth.

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

Frank, there's another question about the impact of COVID-19 on RPM business sectors. Could you discuss what that impact is?

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

Sure. The COVID-19 impact has obviously changed all of our lives. I give great credit to our operating leaders and teams who are on this early. We were able to procure forehead thermometers in early March and distribute them to all of our facilities around the globe and require temperature taking for entry into the facilities. We hardened our facilities to any outside contractors or nonessential people. We have an app that many of our employees fill out daily relative to their own health assessment and fit for duty. And we track every day the impact of COVID on our employees. And so far have had a very successful track record, but we remain diligent.

As to the impact on our businesses, COVID negatively impacted all of our industrial businesses, particularly in April and May with the shutdown and stay-at-home orders. However, as you saw in our results yesterday, the COVID impact and stay-at-home orders has had a significantly positive impact, particularly in North America on DIY activity. And so our consumer businesses have seen record sales results and record profit results as people have gone to Home Depot and Lowe's and Menards and Walmart and hardware stores and bought DIY products at record rates.

In fact, in the first quarter, our consumer segment had organic growth of 34%. That's an organic growth rate that's 3 or 4x higher than anything we've ever experienced.

We anticipate that the impact of COVID-19 will have a negative impact on sales for the next couple of quarters in our Performance Coatings Group and Construction Products Group. Our Specialty Products Group will start to show positive results in the coming quarters. And lastly, we expect our consumer businesses to continue to show very solid growth rates, both on the top line and bottom line.

As it relates to the rest of the year, it will be interesting to see for all of us, the impact of COVID-19. If miracles of modern medicine intervene at year-end with vaccines and other medical treatments that are effective, I believe that the world could see, and certainly the United States, a pick-up in economic activity, which we are well positioned to take advantage of.

Conversely, if the medical interventions are delayed until later in the summer or this time next year, I do think there's a risk in certain elements of the American economy and the global economy that could fall into a more difficult recessionary economic environment.

So those are the outlook comments that we shared with investors on our first quarter earnings call yesterday.

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

Frank, there are 2 questions related to the Board. One is, why we still have a classified Board rather than having the whole Board elected. And then a corollary to that is, the questioner noted that Julie Lagacy and Bob Livingston have only been on the Board for 3 years, and they're wondering if they had worked for our company, for RPM, more than 3 years. And then they've only been on the Board for 3 years. Or did they come from somewhere else?

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

Sure. As it relates to the classified Board, I'll make 2 comments. The first of all is, for over 100 years and still today, and most not-for-profits or private companies, universities and other institutions with Board of Directors, a classified Board that was breaking a Board into 3 classes were elected every

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OCTOBER 08, 2020 / 6:00PM, RPM.N - RPM International Inc Annual Shareholders Meeting

3 years was seen as good governance. It provides continuity and stability for a Board of Directors, one of whose principal responsibilities is to oversee and direct the long-term strategy and success of a business.

Specifically, as it relates to RPM, we have had 2 instances where investors have asked that we put our classified Board up for a vote. And if the vote met certain requirements within our bylaws that we would declassify the Board and have the Board elect this annually. The first time we put that up for a vote to our shareholders was a little more than a decade ago, and the vote failed at that time. The last time we put that up for a vote was 2 years ago. We committed, at that time, to double our mailings and double our communications, and the RPM Board of Directors indicated to our shareholders in the proxy that we supported the voting to remove our classified Board. And yet given the requirements of our bylaws, that vote did not meet those requirements, so we retained a classified Board still today.

As it relates to Julie Lagacy and Bob Livingston, I will handle each separately. Bob Livingston was the Chairman and CEO of Dover Corp. for many years. He retired from Dover Corp. 2 years ago. And he was part of an extraordinary leadership team that took a business that was in mechanical and other manufacturing businesses, but organized much like RPM, very decentralized and went through the process of centralizing and reorganizing his business with great success, both in terms of their competitive position and creating shareholder value. And because he had that experience in a career in his industry rising to the CEO, our Board thought he would be an exceptional addition to the RPM Board of Directors. He has been, and he also led our operating improvement committee, which oversaw the company's 2020 MAP to Growth operating improvement program for its first 2 years.

Julie Lagacy has been an employee at Caterpillar Inc., a major global producer of mining and construction equipment. She has gone through different positions there, including being the CFO of one of their major subsidiaries, the Vice President and Chief Information Officer, and most recently was promoted to Vice President of Strategic Execution, reporting directly to the Caterpillar CEO. And she has never been an RPM employee, but has been a valuable part of our Board for the last 2 years.

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

One comment, Frank, about Governor DeWine's economic initiatives that you helped on. They just wondered if you could comment on that. And then also in the same question, how are TUF-STRAND and NeverWet faring?

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

Sure. I can address TUF-STRAND and NeverWet. NeverWet had a very exciting launch and introduction, and reached some pretty exciting levels in terms of revenue growth and then leveled off, and that product line has actually declined some. So it is not the significant driver of our consumer group's growth that it was 6 or 7 years ago.

Having said that, as you see from our results, our consumer group has continued to grow very aggressively, taking market share and introducing innovative new products. One of the areas that our consumer group is growing most rapidly in is somewhat related to NeverWet, which is in cleaners. Our first effort in cleaners was an acquisition of a small business called Krud Kutter. About 7 or 8 years ago, that business has grown dramatically. And through internal growth and acquisitions of other cleaning categories, and in part as a result of the purchases of consumers in relationship to the pandemic and cleaning, in an 8-year period, our cleaning category has gone from $8 million to almost $100 million and is continuing to grow very rapidly.

As it relates to TUF-STRAND, our Euclid Chemical Company was an early innovator in fibers as a replacement for steel rebar. Great for concrete. Great for the environment. And that continues to be an exciting area for growth for us and for the entire construction products industry as competitors have followed our lead, and we are continuing to work with specifiers and engineers on getting synthetic fibers certified for use in other areas, for instance, like highways, which we're not there yet, but if we get there, that will open up literally tens of millions, if not hundreds of millions of dollars, for the fiber market. So a very exciting product category for us still.

The other part of that question, Ed?

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OCTOBER 08, 2020 / 6:00PM, RPM.N - RPM International Inc Annual Shareholders Meeting

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

The other part of the question was Governor DeWine's efforts.

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

So I was asked by Governor DeWine in late March, early April, to lead his economic advisory board. It was a collection of 18 individuals who are great representatives of Ohio business, small private companies, minority-owned and women-owned businesses, to the CEO of Procter & Gamble, the CEO of Cincinnati Financial and everything in between, great representation of Ohio business across industries, geographic presence, size and diversity. And our task was to work with the Governor to help establish safe protocols in 3 areas: manufacturing and construction; administrative office work; and then consumer-facing and retail to establish safe protocols for return to work, and we were able to do that with Governor DeWine.

I have tended to avoid politics in these shareholder meetings, and have always believed that Democrats, Republicans and independents all do and should buy RPM products, and we are grateful for that.

But I will tell you if people could see the day-to-day and in the teeth of the pandemic, particularly in April and May, the care, concern and work, sometimes until midnight, multiple times during the week, that the Ohio Governor put in to trying to get this right, they would appreciate him the way I do.

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

Frank, there's a question about our legacy asbestos issue. And the question is whether that asbestos liability is firmly behind us.

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

So the Bondex legacy liability, which started as a very small product line, was discontinued in 1977, but cost us, ultimately, almost $1.4 billion over about a 15-year period has been resolved through a bankruptcy. The final payment into that asbestos bankruptcy trust was in 2018.

And I think one of the results of that, along with the benefits of our 2020 MAP to Growth program, is a substantially improved cash flow. In fact, in the first quarter that we just reported yesterday, the quarterly period that ended August 31, we paid off $200 million of bank debt in the quarter. And our cash from operations -- our free cash flow, actually, after dividends and capital was in excess of $200 million. That's the highest level of quarterly cash flow we've ever experienced and near the cash flow that we generate, the free cash flow that we would generate in a full fiscal year. And the resolution of that asbestos liability is certainly part of the improvement in our cash flow today.

Edward W. Moore - RPM International Inc. - Senior VP, General Counsel, Chief Compliance Officer & Secretary

And Frank, the last question is, when and where do you anticipate the 2021 annual meeting to be held?

Frank C. Sullivan - RPM International Inc. - Chairman, President & CEO

At this point, the 2021 annual meeting is scheduled for October 7, 2021. We have reserved the Grand Ballroom at the Holiday Inn in Strongsville, just off Interstate 71.

And we, like all of you, look forward to an opportunity to come together as Americans, as RPM stockholders, as friends and family in terms of getting past the disruptions to all of our lives that COVID-19 has caused. And so our plans, at this point, are for an in-person, with some RPM new product sample giveaways, Annual Meeting of Stockholders on October 7, 2021, and we look forward to seeing as many of you there as possible.

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OCTOBER 08, 2020 / 6:00PM, RPM.N - RPM International Inc Annual Shareholders Meeting

Thank you for your questions and your participation in today's 2020 Annual Stockholders Meeting, and most importantly, for your investment in RPM. We wish you good health and happiness.

And as a company proudly headquartered in the United States of America, we are ending our meeting with the playing of our National Anthem.

D I S C L A I M E R

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