AGM 2021

Oct 7, 2021

Slides

Good afternoon, and welcome to the RPM International Virtual Annual Meeting of Stockholders. I would now like to turn the conference over to Frank Sullivan. Please go ahead. Good afternoon and welcome to the RPM International Inc. Twenty twenty one Virtual Annual Meeting of Stockholders. We have adopted a virtual meeting format due to the public health impacts of the COVID-nineteen 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 three sections. The first section constituting the formal portion of the annual meeting. The second section constituting a discussion of the annual report for the fiscal year ended 05/31/2021 and the first quarter results of the company's 2022 fiscal year, which just concluded on 08/31/2021, with the third section constituting a question and answer period to address your questions. Any stockholders who are logged in and have a question may submit it at any time during the meeting by typing your question into the Ask a Question box at the bottom left of your screen. I now call to order the RPM International Inc. Twenty twenty one Virtual Annual Meeting of Stockholders. Please note that Edward W. Moore 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 08/25/2021 to stockholders of record at the close of business on 08/13/2021, and that this annual meeting has been duly called in accordance with the order of the Board of Directors. Let the record show that Tracy D. Crandall and Keith R. Smiley 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 130,000,000 shares of common stock, so that 65,000,000 shares constitute a quorum, since at least 115,000,000 shares or 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 properly be brought before it and that 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 on the Vote Here button at the bottom right of your screen. The first order of business will be the election of Class II of the Board of Directors. The term of office for each director in Class II will expire at the Annual Meeting of Stockholders to be held in 2024. The Board of Director nominees for Class II Director positions are John M. Balbach, Bruce A. Carbonari, Jennifer D. Deckard and Salvator D. Fazileri. I will now entertain a motion with respect to the nominations of the directors in Class II. Let the record show that Ms. Tracy D. Crandall made a motion to nominate the following four persons to serve as directors of RPM International Inc. As members of Class II of the Board of Directors for a term of three years expiring at the RPM International Inc. Annual Meeting of Stockholders in 2024 and until their successor shall have been duly elected. John M. Balbach, Bruce A. Carbonari, Jennifer D. Deckert, Salvator D. Fazilari. 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 99,000,000 shares, which represents approximately 95% of the shares voting, have been voted for the election of the nominees as director. The final results of the tabulation of votes will be available after the meeting. This confirms the election of the four nominees to serve as directors in Class II of the Board of Directors for a term of three years that expires at the Annual Meeting of Stockholders in 2024. 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. Let the record show that Ms. Janine 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. Kathy M. Rogers seconded the motion. A recent tabulation of the votes received by proxy indicates that at least 97,000,000 shares or 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. 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 and Touche LLP as RPM International Inc. Independent registered public accounting firm for the fiscal year twenty twenty two. Let the record show that Mr. Keith R. Smiley moved that the appointment of Deloitte and Touche LLP as RPM International Inc. Independent registered public accounting firm for fiscal year twenty twenty two be ratified and that Mr. Frank C. Sullivan seconded the motion. A recent tabulation of the votes received by proxy indicates that at least one hundred and 15 million shares or approximately 99% of the shares voting have been voted for the ratification of the appointment of Deloitte and Touche LLP as RPM International Inc. Independent registered public accounting firm for fiscal year twenty twenty two. The final results of the tabulation of votes will be made available after the meeting. This confirms the ratification of the appointment of Deloitte and Touche LLP as RPM International Inc. Independent registered public accounting firm for fiscal year 2022. The formal portion of the meeting has concluded, and I will now entertain a motion to adjourn. Let the record show that Ms. Tracy D. Crandall 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 polls closed. And this concludes the formal portion of our meeting of stockholders. I would now like to take a few minutes to walk through some slides to talk about RPM's twenty twenty one fiscal year as well as the first quarter of our 2022 fiscal year, which was announced yesterday. The first slide is our forward looking statement and Reg G slide, which essentially says that you cannot hold against us any statements we make about future results or future expectations. You can find the details of this slide on our website at www.rpminc.com. Our MAP to Growth operating improvement program highlighted on Page three has been the principal cause of a tremendous performance improvement across RPM over the last three years. We set out to position RPM for sustained profitable growth creating superior value for our customers, entrepreneurs, associates and shareholders. The vision of MAP to Growth was to transform RPM into a more connected and efficient company focused on operational excellence and continuous improvement while maintaining the strengths of our entrepreneurial culture. We executed the MAP to Growth program essentially in three focus areas: maintaining our entrepreneurial growth culture, being organized to execute and with a focus on increased operating efficiency. As you can see on Slide four, we exceeded our originally publicly communicated goal of $290,000,000 in expense reduction or efficiency savings and ultimately achieved on an annualized run rate as of 05/31/2021, dollars '3 '20 million of annualized efficiencies or savings through the MAP to Growth program. During this program, we fundamentally changed portions of RPM's culture by centralizing our procurement activities, which has saved us over $150,000,000 by taking a center led approach to manufacturing and operations and introducing lean manufacturing disciplines into all of our facilities and by taking a center led approach in many of our administration functions, including finance, accounting and IT. On the next slide, you can see the benefits quarter by quarter over a two year period, where the MAP to Growth program drove where revenues at or slightly above our industry average, which levered to the bottom line in double digits in eight of the last nine quarters, while at the same time driving a significant improvement in RPM's EBIT margins over this period. Most importantly, over the three year period of our MAP to Growth program, RPM's total shareholder returns outperformed our peer group and the broader market. Today, we find ourselves in a dramatically different operating environment. Globally, we are in the midst of a supply chain crisis, which is impacting manufacturing across the world. In the case of RPM, we have seen significant increases in costs, raw materials, labor, freight and transportation, and we have seen significant disruptions in our operations through raw material unavailability in a number of areas. As we highlighted on our earnings call yesterday to discuss our first quarter results, we lost nearly $200,000,000 of revenues in the first quarter based upon these raw material challenges, unavailability and disruptions. For the quarter, sales were up 2.7%, while because of these raw material supply inflation and disruption challenges, net income dropped on an adjusted basis by 25%. We do think it's appropriate to compare this first quarter with the first quarter results of fiscal twenty twenty pre pandemic, which highlights the fact that on a two year period, RPM in the top line has grown by 12% and on the net income line by 26%, indicating that over this two year period, we have had positive momentum, notwithstanding the huge supply chain challenges we are dealing with today. This bar chart really tells the story of the long and very deliberate strategic balance that RPM has pursued, where challenges in one segment are often offset by success or greater performance in other segments. In this case, our Construction Products Group, Performance Coatings Group and Specialty Products Group had each had year over year significant increases in sales and differing levels of earnings increases as well. In grouping these three more industrial segments together, for the first quarter, sales increased 15% and EBIT increased on an adjusted by 14%, indicating that a combination of our growth focus, adjustments to supply chain challenges and the follow on benefits of our MAP to Growth program are working well. The area where the supply chain and inflation issues are most negatively impacting RPM is in our Consumer Group. We are seeing significant disruptions in resins, packaging and other areas, which resulted in a decline of 16% in sales and 65% in EBIT in the first quarter in our Consumer Group and our Consumer Group companies. This is in comparison to the pandemic driven spike in our Consumer results this time last year, where sales were up an extraordinary 34% and profitability more than doubled. Long term, we are positioned to continue to grow both on the top line and bottom line and to deliver superior shareholder value. Going into the MAP to Growth program, we reorganized into four groups: our Construction Products Group that creates and drives unique solutions for the construction, restoration and maintenance of the building envelope our Performance Coatings Group, protecting, decorating and extending the useful life of steel and concrete in industry and infrastructure our Consumer Group, creating, innovating and leading consumer product category platforms and lastly, our Specialty Products Group, the traditional RPM value proposition of being the best home for entrepreneurial companies and also serving as an incubator of new market platforms. All of this is underpinned by the power of RPM. Our entrepreneurial approach to customers with leading brands driving innovation and growth, center led and operations administration driving efficiency and continuous improvement and most importantly, the value of 168, operating with transparency, trust and respect and driving connections across RPM. RPM is truly building a better world, and we've been doing so for seventy five years. ESG is a concept that many of you have heard of and is also an area that is driving greater levels of investment across many of our institutional investors. But ESG means many different things to different people. At RPM, we think of it as building a better world, and that is the program proactive basis by which we will be continuing to address the impact of our production and products, how our products drive energy efficiency and extend the useful life of objects large and small throughout the globe, the manner in which we operate and act to reduce our usage of water, energy and greenhouse gas emissions, and most importantly, the way in which we continue to treat our associates and the communities in which we operate, altogether continuing to deliver superior results for our shareholders. You will be learning more about how Building a Better World continues to evolve at RPM with our updated ESG report that will come out in the spring of twenty twenty two. An important element of delivering value to long term shareholders has been RPM's growing cash dividend. RPM is in the top one half of 1% of all U. S. Publicly traded companies for a track record of forty seven consecutive years of growing its cash dividend. If you like the power of compounding interest, you'll love the power of a cash dividend that grows consistently year after year. Over the last three years, in conjunction with the successful execution of our MAP to Growth operating improvement program, we have delivered $1,100,000,000 of return capital to our shareholders, split roughly fifty-fifty between cash dividends and share repurchases. At a regularly scheduled Board meeting this morning and recognizing the expectations for a return to top line and bottom line growth in the second half of this year, the RPM Board of Directors voted to increase RPM's cash dividend for the forty eighth consecutive year by 5.3% to $1.6 per share, which is a yield given today's stock price of approximately 2%. This is a key element of how we deliver value for long term shareholders and a track record and program that we hope to continue for many years to come. Lastly, I thought I would conclude my remarks with the story of RPM's return to the Fortune 500. RPM first entered the Fortune 500 in 1994. I remember learning of this in the midst of our negotiations for Rust Oleum. We were in Chicago at a law firm. In the middle of very intense negotiations, Jim Carmen, our then President, pushed over a piece of paper to my father, Tom, that said $4.91 My father, Tom, pushed the piece of paper back, forgot about it. We continued the negotiations, which ultimately ended up in the successful acquisition of Rust Oleum by RPM. And at the end of the day, my father Tom asked him, what was that $4.91 about? Well, that day, Fortune five hundred announced its list and RPM was number four ninety one of the Fortune five hundred, a very proud moment. That year, Fortune had continued its program of actually recognizing three different Fortune 500s, the traditional Industrial 500, a Service 500 and a Financial 500. In 1995, Fortune made the decision to merge these three five hundred lists into one and RPM was dropped from the Fortune five hundred after only one year. We'll very proudly, based upon the results at the end of our fiscal twenty twenty year of $5,400,000,000 in revenues, RPM once again entered the Fortune 500, ranked four eighty nine. And with the results of our fiscal year ended 05/31/2021 of approximately $6,100,000,000 I believe RPM is in the Fortune 500 to stay. And that would make my father, Tom, the architect of RPM's growth and success and who passed away this past year exceedingly proud. I appreciate your participation in our meeting today and an opportunity to share these observations with you about our fiscal twenty twenty one, the first quarter results of our fiscal twenty twenty two and our exciting prospects for continuing future growth. We would now like to show a few videos that will allow for those that would like to ask questions to go to the Ask a Question box at the bottom portion of your screen and type in your questions, and we will get back to answering questions after we show a few brief videos on RPM's businesses and products. Goes on like paint, protects, and beautifies for years. Plus only with epoxy shield with cross linking technology. It's easy, and it's tough. It'll be okay. DAP rapid fuse fast curing gel bonds virtually everything. Pinpoint precision with the gel control applicator. No drips or runs. 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But it is our hope that this time next year, we will be back to an in person annual meeting of stockholders, where we usually welcome anywhere from 800 to 1,000 stockholders with some RPM products and answer questions. And I look forward to doing that. So thank you for your participation in this virtual meeting. We also have a comment from a shareholder thanking us for increasing the dividend again for the 40 straight year. I appreciate that comment. And particularly for long term shareholders, if you held our stock for fifteen or twenty years, you could have literally a 12% or 20% yield on your original investment based on how our cash dividend has grown year by year. And again, we get good feedback on the dividend both by individuals particular, but also a number of our institutional investors that are a combination of growth and income. And we expect to continue to increase our cash dividend on an annual basis for many years to come. Frank, we have a question from a shareholder about raw materials. It says, yesterday, I thought I heard RPM was beginning to source raw materials from China. Do you think China can be a reliable supplier? And also, thought I heard that some of the resins that RPM uses are now bio based rather than petroleum based. How significant of a quantity are these bio resins expected to be for RPM? So two questions here. Number one, we do source some chemicals from China. The chemical industry is quite global. Typically, of our resins for our products that are produced and sold in North America are sourced in The United States. And we would source chemicals in Asia, very often China for the Asian or other parts of the world, Asian markets and then chemicals in Europe for the European markets. During these very challenging times, we are sourcing resins and other chemicals wherever we can find them. In particular, Winter Storm Uri had a hugely negative impact on the ability of The U. S. Chemical industry to supply for a period of time. And that and a combination of the impact of some hurricanes has also exacerbated the challenge of the chemical industry in The U. S. There are a few raw materials that are uniquely only sourceable globally from China and we'll continue to source there. We do not do a lot of direct business in China. Most of the business we do there is on the back of our industrial companies' large customers, companies in oil and gas, tech companies like Intel, and I don't see that changing in the coming years. The second part of the question was on bio based resins, particularly in our Construction Products Group and our Trentco roofing group. We are starting to source some in The U. S. And some from India resins bio based resins, and that will continue to be a growing part of our resin systems replacing on a fast growing but a small base replacing petroleum based resins with bio based resins. Frank, we have a question about RPM products. How often are they combined into a single building solution rather than individually being sold into a construction project piecemeal? Great question, particularly where the trends in the construction industry and markets are going. In RPM and our Construction Products Group, our Trentco Construction Products Group is really leading in that area. The importance of bringing together the right components is now allowing us to actually provide whole system solutions. For instance, we essentially control the wall of residential or commercial structures through our Nudura insulated concrete form wall systems. And we deliver with that to many projects today, insulation, the drive it finishes, the Tremco sealants around doors and windows as well as roofing systems. So very often now, we are able to deliver a complete energy efficient and durable wall system on a construction site as opposed to just delivering the unique components that the shareholder asked in their question. And you will see more of that in the construction markets in the coming years and we continue to be a leader in delivering system solutions and not just components. We have a question about whether RPM is going to mandate the COVID vaccine for our employees. We have not mandated the COVID vaccine for our employees, but we have strongly and pretty consistently and regularly urged all of our associates around the globe to get vaccinated. Our vaccination rates are roughly consistent with the vaccination rates in each of the countries and regions in which we operate. We have mandated that any participants in any of our leadership meetings, whether it's our Board meetings, our global leadership meetings, some of our off-site leadership development meetings, any and all participants must be vaccinated. The real challenge of a vaccine mandate is in relationship globally, but I'll give you U. S. Statistics to the very challenging labor supply market. COVID negatively impacted labor rates and labor availability. As we sit here today, there is approximately 400 unfilled manufacturing distribution or tech service jobs across RPM in The United States. And from information and feedback from our frontline associates, Our plant leadership believes that if we issued a hard mandate of vaccines that we would turn 400 unfilled positions into 1,000 overnight. So we are working to balance the importance of messaging to our associates around the globe to get vaccinated and we are making progress with the importance of making sure that we are fully staffed in our manufacturing and distribution centers. Frank, we have a follow on question from that as to whether we test employees on some basis for COVID. We don't have specific testing mandates in general. We do allow plant managers and presidents of our businesses around the globe to adapt to the local regulations and rules related to COVID. So we do have mask mandates in some plants and some regions. We do have some testing protocols related to certain areas. And we also do have in our Construction Products Group, some vaccine mandates to the extent that we have associates working in specific hospital systems or on specific government projects where all participants in a construction site or all vendors in a particular hospital system must be vaccinated. So we are following different rules that are driven by regional preferences or regulations, and in some instances, rules on vaccines or mask wearing driven by our customers. Frank, we do not have any more questions from our shareholders. Thanks, Ed. First of all, I'd like to thank everybody for their participation on this virtual meeting of stockholders and look forward to hosting you in person this time next year. I'd also like to conclude our meeting by taking a moment to recognize Kathy Rogers, RPM's Manager of Investor Relations, who will officially retire tomorrow after nearly forty years of service to RPM. Kathy has been the voice and face to our nearly 200,000 individual investors for the last thirty seven years. She has played an integral role in our growth over that period of time. When Kathy joined RPM, our sales in total were $154,000,000 and our net income was $8,000,000 Nearly four decades later, RPM's revenues are $6,100,000,000 and our net income has exceeded $400,000,000 It is a fitting testament to Kathy's dedication to both RPM and our shareholders that she's timed her last day to ensure she would be here to see us through one final annual meeting of shareholders. While we wish you could be here in person to share a round of applause and thanks for Kathy for her many years of service, I hope you will join me in wishing her all the best in her well earned retirement. Thank you, Kathy. And thank you all for your participation in today's twenty twenty one Annual Stockholders Meeting and most importantly for your investment in RPM. We wish you good health and happiness. As a company proudly headquartered in The United States Of America, we are ending our meeting with the playing of The United States National Anthem. Have a great day.