RPM International Inc. (RPM)
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At close: Oct 8, 2026, 4:00 PM EDT
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AGM 2026

Oct 8, 2026

Summary

FY 2026 delivered record sales, adjusted EBIT and EPS, while Q1 FY 2027 results also set records. The board raised the dividend 5.6%, and strategic priorities include operational efficiencies, acquisitions, and growth through 2030.

Frank Sullivan
Chairman and CEO, RPM International

Good afternoon, and welcome to the RPM International Inc. 2026 Annual Meeting of Stockholders. As is our custom, the meeting will be divided into three sections. The first section will be the formal portion of the annual meeting. The second session will be a discussion of the annual report and the first quarter financial results of the company. The third section will be a question and answer period. Any stockholders who are logged in and have a question may submit it at any time during the meeting by typing your question in the Ask a Question box at the bottom left of your screen. I now call to order the RPM International Inc. 2026 Annual Meeting of Stockholders. Please note that Tracy D. Crandall will keep the minutes of the meeting.

Tracy Crandall
VP, General Counsel and Chief Compliance Officer, RPM International

Mr. Chairman, I have an affidavit from Broadridge Financial Solutions Inc. to the effect that notice of this meeting was duly sent on August 25, 2026, to stockholders of record at the close of business on August 14, 2026, and that this annual meeting has been duly called in accordance with the order of the Board of Directors.

Frank Sullivan
Chairman and CEO, RPM International

Let the record show that Ms. Tammy A. Zollner and Gregory S. Harvey are the Inspectors of Election, and that they have tabulated the proxies.

Tracy Crandall
VP, General Counsel and Chief Compliance Officer, RPM International

As of the record date, there were outstanding and entitled to vote approximately 128 million shares of common stock, so that approximately 64 million shares constitute a quorum. Since at least 114 million shares, which is approximately 89% of the shares outstanding, are represented at the meeting by proxy, according to a recent tabulation, a quorum is present at the meeting.

Frank Sullivan
Chairman and CEO, RPM International

I now declare the formal portion of the meeting open for transacting such business as may be properly 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 by clicking the Vote Here button on the bottom right-hand side of your screen. The first order of business will be the election of 12 directors. The term of office of each of the elected directors will be one year, which will expire at the annual meeting of stockholders to be held in 2027. The Board of Director nominees are Julie A. Beck, Jenniffer D. Deckard, Salvatore D. Fazzolari, Thomas C. Gentile III, Robert A. Livingston, Christopher L. Mapes, Craig S. Morford, Frederick R. Nance, Ellen M. Pawlikowski, Jeffrey D. Rowe, Frank C. Sullivan, and Elizabeth F. Whited

I will now entertain a motion with respect to the nomination of the directors.

Tracy Crandall
VP, General Counsel and Chief Compliance Officer, RPM International

Let the record show that Ms. Janeen B. Kastner made a motion to nominate the following 12 persons to serve as directors of RPM International Inc. for a term of one year, expiring at the RPM International Inc. Annual Meeting of Stockholders in 2027, or until their successors shall have been duly elected. Julie A. Beck, Jenniffer D. Deckard, Salvatore D. Fazzolari, Thomas C. Gentile III, Robert A. Livingston, Christopher L. Mapes, Craig S. Morford, Frederick R. Nance, Ellen M. Pawlikowski, Jeffrey D. Rowe , Frank C. Sullivan, Elizabeth F. Whited. 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 102 million shares, which represents an average of approximately 98% of the shares voting, have been voted for election of the 12 nominees as directors.

The final results of the tabulation of votes will be made available after the meeting to any stockholder upon request.

Frank Sullivan
Chairman and CEO, RPM International

This confirms the election of the 12 nominees to serve as directors of the RPM International Inc. Board of Directors for a term of one year that expires at the annual meeting of stockholders in 2027. 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, also known as a Say-on-Pay vote.

Tracy Crandall
VP, General Counsel and Chief Compliance Officer, RPM International

Let the record show that Ms. Tammy A. Zollner 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. Jessica L. Medvec seconded the motion. A recent tabulation of the votes received by proxy indicates that at least 96 million shares, which represents 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 to any stockholder upon request.

Frank Sullivan
Chairman and CEO, RPM International

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 2027.

Tracy Crandall
VP, General Counsel and Chief Compliance Officer, RPM International

Let the record show that Ms. Janeen B. Kastner moved that the appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for fiscal year 2027 be ratified, and that Mr. Russell L. Gordon seconded the motion. A recent tabulation of the votes received by proxy indicates that at least 113 million shares, which represents approximately 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 2027. The final results of the tabulation of votes will be made available after the meeting to any stockholder upon request.

Frank Sullivan
Chairman and CEO, RPM International

This confirms the ratification of the appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for fiscal year 2027. The formal portion of the meeting has concluded. I will now entertain a motion to adjourn.

Tracy Crandall
VP, General Counsel and Chief Compliance Officer, RPM International

Let the record show that Ms. Janeen B. Kastner moved that the meeting be adjourned, and that Mr. Russell L. Gordon seconded the motion.

Frank Sullivan
Chairman and CEO, RPM International

The formal portion of the meeting is duly adjourned and the poll is closed. I would like to welcome RPM shareholders on our call today, and thank you for your participation, and most importantly, thank you for your investment in RPM. I will take you through a presentation highlighting our results for our 2026 fiscal year, talk about our first quarter of our 2027 fiscal year, and also announce the action of our board today at a Board of Directors meeting. This first slide highlights Regulation G, which basically says you cannot hold against us any comments we make about the future, which is certainly true given these volatile times. Despite the volatility in our markets, fiscal 2026 was another year of record results. Our $7.9 billion.

Our adjusted EBIT grew 4.4%, also to a record of $1.019 billion, and our adjusted diluted earnings per share grew by 4.3% to a record $5.53. As importantly, our cash provided by operating activities during the fiscal year grew 17% to $899 million, the second highest cash flow from operating activities in the company's history. This chart reflects RPM's fiscal 2026 results throughout the globe. As you can see, 77% of our $7.9 billion in revenues were generated in North America, with 15% generated throughout Europe. Notably, the sales in the Southern Hemisphere developing portion of the world were nearly $600 million, or 8% of RPM's consolidated results. This is up from less than 5% just a few years ago, highlighting the dramatic growth of our businesses in this part of the world. At RPM, we continue to invest for growth, and these are just a few examples.

Over the summer, we completed the acquisition of Kalzip, a German-based producer of specialty aluminum and metal roofing. This complements our Tremco Roofing business in North America that already does $40 million a year in roofing, and the Kalzip business will be additive to that as we bring their technology to the United States. Kalzip provides some of the most architecturally stunning roof lines in the world, including the Sphere in Las Vegas. Ready Seal was an acquisition completed last year by our Rust-Oleum subsidiary. Ready Seal is one of the fastest-growing wood stain and protective products in the market today and is continuing to see its presence and distribution expanding across North America. Lastly, this year we will be opening a new manufacturing facility in Mumbai, India, complementing the manufacturing facility we opened in Malaysia this past year.

In 2018, RPM initiated its operating improvement programs, and they are continuing today. In the past year, we had an intense focus on SG&A-focused efficiencies, which will deliver $75 million of improvements in our 2027 fiscal year. Our Green Belt programs are continuing to deliver, with more than $50 million already delivered during the MAP periods and $25 million of Green Belt projects in the pipeline. We are continuing to expand these operating improvement initiatives across other functional areas of RPM. We will be holding an Investor Day in Maple Shade, New Jersey, outside of Philadelphia, on November 9 of this year to discuss our new long-term strategic plan out to 2030 in much more detail. For the fiscal year ended May 31, 2026, RPM once again outperformed, from a total shareholder return perspective, our peers in coatings and construction chemicals.

While traditionally we have also been able to outperform the broader market, this has been more difficult to do in the last three to four years, given the very concentrated rise in the S&P 500 driven by AI and technology companies. Nonetheless, we are proud of our long-term track record of outperformance driven by our earnings growth, share repurchases, and our growing dividend for our shareholders. By building a better world, we create value for all. That is the mission statement of RPM. What we do is formulate products, systems, and solutions that protect, beautify, repair, and enhance performance, and extend the useful life of objects, structures, and buildings that people value. Why we do it? Creating value for all. We deliver innovative products and solutions to customers with passion and integrity.

We deliver superior benefits, rewards, and recognition to our associates, who invest their time and talent in our combined success. Most importantly, we deliver superior returns to our shareholders in a way in which you can be proud. The underlying strategies that drive this mission: to drive growth, understanding our value advantage, and allocating capital to where we win while continuing to engage our human capital to thrive. To drive margins and profitability, optimize our structure, and amplify connectivity, continue to drive operational excellence across our facilities around the globe, and a renewed effort of simplifying our product lines and reviewing our portfolios to optimize RPM's results. Most importantly are our strategies to drive values, what we call the Value of 168.

Operating with transparency, trust, and respect in all that we do, maintaining that close-to-market speed and decision-making entrepreneurial spirit of RPM, and creating and keeping cathedral builders, the people that invest their time and talent in our combined success. This chart reflects RPM's organizational structure for our 2026 of three segments, the Construction Products Group, Performance Coatings Group, and Consumer Group. Underlying them are 20 independent operating business units and hundreds of leading brands, all powered by the power of RPM. That entrepreneurial approach to customers with leading brands driving innovation and growth, center led in operations and administration, driving efficiency and continuous improvement, and the Value of 168, operating with transparency, trust, and respect, and creating and keeping the people that drive our success. This chart highlights the first quarter of our fiscal 2027 fiscal year, which ended at the end of August.

Sales were up 4.8% to an all-time record, driving Adjusted EBITDA up 4.5%, also to a record, and diluted earnings per share increasing by 5.3% to $1.98. Our full year outlook is for another record year in sales and earnings for RPM and the RPM shareholders, driven by our more than 17,000 associates who work daily to make your investment in RPM a rewarding one. I'm pleased to announce, in line with these results, that at our Board of Directors meeting this morning, the RPM Board of Directors voted to increase the RPM cash dividend to $2.28 per share per year or $0.57 per quarter, a 5.6% increase over the prior cash dividend and RPM's 53rd consecutive year of cash dividend increases.

This puts us in a small group of less than 40 companies of the more than 5,000 public companies in the United States who have increased their cash dividends at the same rate or higher. A group of companies that we are proud to join and an important part of how we deliver value for our shareholders over time. I end all of my presentations with this photo of my grandfather, our founder. In his mission statement, "Hire the best people you can find, create an atmosphere to keep them, and let them do their jobs." This has served us well for nearly 80 years and allowed us to partner with you, the people that invest your trust and your money into RPM's continuing growth and success.

We will now run a number of RPM advertisements covering a number of our products to allow for you to put forward any questions on our website, after which we'll answer these.

Speaker 3

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Frank Sullivan
Chairman and CEO, RPM International

We hope you enjoyed the videos and advertisements that we just showed. We received a number of questions from shareholders, one of which related to our recent Volteco acquisition, a video of which you just saw. Volteco is based in Italy and does business throughout Europe, including some of the most iconic waterproofing areas in Venice. One of the reasons we were interested in Volteco is our Tremco company was their sole distributor over the last couple of years in the United States. We see a huge opportunity to expand the Volteco below-grade waterproofing unique systems throughout the U.S. in our construction markets. A very exciting acquisition. We're excited to welcome the Volteco leadership team and all of their associates, and believe we can double the size of that business by continuing their growth in Europe and bringing their product lines through Tremco to the United States.

We received another question about our SERP plan as outlined in our proxy. The SERP plan is a supplemental executive plan associated with RPM's pension plan. Pension plans have a cap at a certain level of compensation, and the SERP makes up that difference under the normal pension formula for participating executives. The question allows me an opportunity to highlight our pension plan. RPM is one of less than 5% of private companies that still have an active pension plan. In partnership with our 401(k) with a five-for-four match, if you are a frontline worker in one of our manufacturing facilities or distribution centers, work for RPM for 30 years, and retire at age 65, between our pension plan, our 401(k), and Social Security, you will retire with somewhere between 85% and 115% of your pre-retirement income for life.

That's a benefit that we are very proud to provide to our U.S. associates. Another question we had, which is a great one to end on, is where can I buy The Pink Stuff? You could buy The Pink Stuff at a number of retailers. In terms of major retailers, Target has a large bit of The Pink Stuff, and you can also buy The Pink Stuff directly online through Amazon or the TikTok Shop. There's another question that just popped up on data centers. Through our Euclid Chemical, Tremco, Carboline, and Stonhard businesses, we are on target to serve over $100 million on an annualized basis of our products into the data centers that are being built around the world.

We provide unique products that add critical elements as these buildings continue to be invested in, and we anticipate that this is an area of growth for the coming years. That concludes our question and answer period. I would like to conclude our meeting by taking a moment to recognize the Board of Directors of RPM International Inc. I'd like to start with our two newest directors, Jeff Rowe and Tom Gentile. Jeff Rowe is Executive Vice President and Chief Operating Officer of Archer-Daniels-Midland Company, a global leader in innovative solutions from nature, where he oversees the company's three business units, four regions, and its global operations, R&D, sustainability functions, and is a member of Archer-Daniels-Midland's executive council. He was formerly Chief Executive Officer of Saint-Gobain Group, one of the world's leading architectural technology companies.

He brings extensive global leadership experience, operational expertise, and a strong track record of driving growth in complex international businesses. Mr. Rowe is newly elected to the RPM Board of Directors by you today and will serve on the governance and nominating committee. Thomas C. Gentile. Mr. Gentile serves as Chairman and Chief Executive Officer and President of Hexcel Corporation, a global leader in advanced lightweight composite technology. Previously, he served as President and CEO of Spirit AeroSystems and spent 19 years with General Electric in a series of senior leadership positions, including leadership roles in GE Capital, GE Healthcare Systems, and GE Aviation Services. His extensive expertise leading global industrial and manufacturing organizations provides valuable strategic and operational expertise to RPM. He was elected to RPM's Board of Directors in 2026 and serves as a member of the compensation committee. Julie A. Beck.

Ms. Beck is the Senior Vice President, Chief Financial Officer, and Treasurer of MSA Safety Incorporated, a global leader in the development of advanced safety products and solutions. Ms. Beck was formerly Senior Vice President and Chief Financial Officer of Terex Corporation, a global manufacturer of lifting and material processing products. She was elected to RPM's Board of Directors in 2025 and serves as a financial expert on the Audit Committee. Jenniffer D. Deckard. Ms. Deckard is the Chief Finance, Administrative, and Operating Officer of the Sisters of Notre Dame of the United States. She previously served as President, Chief Executive Officer, and Director of Covia Holdings, a leading provider of minerals and materials solutions for industrial and energy markets, as well as President, Chief Executive Officer, and Director of Fairmont Santrol Holdings.

She became a member of RPM's Board of Directors in 2015 and serves as a financial expert on the Audit Committee. Salvatore D. Fazzolari. Mr. Fazzolari is the former chairman, president, and chief executive officer of Harsco Corporation, a diversified global industrial company. He serves on the boards of Bowman-Had Company and McKenzie Creative Brands. Mr. Fazzolari was elected to RPM's Board of Directors in 2013 and is chair of the Audit Committee, where he serves as a financial expert and is a member of the Executive Committee. Robert A. Livingston. Mr. Livingston is a retired president and chief executive officer of Dover Corporation, a diversified global industrial manufacturer, and has been a member of RPM's Board of Directors since 2017. Mr. Livingston has extensive management experience and serves as RPM's Lead Director, as well as the Chair of RPM's Compensation Committee, and is a member of the Executive Committee.

Christopher L. Mapes. Mr. Mapes is the former chairman, president, and chief executive officer of Lincoln Electric Holdings, Inc., a global leader in arc welding and cutting. Prior to Lincoln Electric, he served as Executive Vice President of A.O. Smith Corporation, a global manufacturer of water heating and water treatment technologies. Mr. Mapes serves on the board of the Timken Company, Nordson Corporation, and A.O. Smith Corporation. He was elected to the RPM Board of Directors in 2025 and serves as a member of the Compensation Committee. Craig S. Morford. Mr. Morford is a retired General Counsel and Corporate Secretary at ExxonMobil Corporation, where he led efforts in litigation, mergers and acquisitions, environmental and climate, and regulatory and international compliance in commercial legal affairs. Prior to ExxonMobil, he was Chief Legal and Compliance Officer at Cardinal Health. He previously was appointed by President George W.

Bush to serve as Acting Deputy Attorney General, the culmination of a distinguished 20-year career with the United States Department of Justice. Mr. Morford was elected to RPM's Board of Directors in 2025 and serves as a member of the Governance and Nominating Committee. Frederick R. Nance. Mr. Nance is an Executive Group Member and Former Global Managing Partner for Squire Patton Boggs, a global law firm, and formerly led its U.S. sports and entertainment practice, representing several prominent clients, including LeBron James. Mr. Nance serves on the board of the Cleveland Clinic, where he is Vice-Chair of the Regulatory and Policy Committee. He's been a member of RPM's Board of Directors since 2007 and serves as Chair of the Governance and Nominating Committee and is a member of the Executive Committee. Ellen M. Pawlikowski. General Pawlikowski is a retired Four-Star General of the United States Air Force.

She was the third woman to achieve this rank. She was elected to RPM's board in 2022 and is an independent consultant providing expertise to industry and academia on strategic planning, program management, logistics, and research and development. General Pawlikowski currently serves on the board of RTX Corporation and has previously served on the boards of Raytheon Technologies, Intelsat, and Velo3D. She serves on RPM's Audit Committee. Frank Sullivan. I am the Chairman of the Board and CEO of RPM. I began my career in corporate finance at Harris Bank and First Union National Bank before joining RPM in 1987. I became President and Chief Executive Officer of RPM in 2002. I serve on the boards of the Timken Company, the Rock & Roll Hall of Fame and Museum, the American Coatings Association, and the Cleveland Clinic Foundation. Elizabeth F. Whited.

Ms. Whited is the former president of Union Pacific Corporation, one of America's leading transportation companies. In her role as President, Ms. Whited led the strategy, workforce resources, sustainability, law, corporate relations, communications, and government affairs functions. Ms. Whited was elected to RPM's Board of Directors in 2021 and serves as a member of the Compensation Committee. Lastly, I would like to recognize Bruce A. Carbonari and William B. Summers, who are retiring from RPM's Board of Directors today. Mr. Carbonari was elected to RPM's Board of Directors in 2002 and was a member of the Governance and Nominating Committee and Executive Committee. He is the retired Chair and Chief Executive Officer of the diversified consumer products company, Fortune Brands. Previously, he was CEO of Fortune Brands' business unit Home & Hardware and Kitchen and Bath Group. William B.

Summers Jr. Mr. Summers was elected to RPM's Board of Directors in 2004 and was a member of the Compensation Committee. He is retired Chairman and Chief Executive Officer of McDonald Investments, Inc., an investment banking and securities firm that operates today as part of KeyBanc Capital Markets. He previously served as a Director of Developers Diversified Realty Corporation, and is a Board Member and Chairman of the Nasdaq Stock Market. Throughout their tenure, Bruce and Bill provided invaluable leadership, strategic guidance, and governance oversight during a period of significant growth and transformation for RPM. During this period, RPM's annual sales increased from $1.9 billion- $7.9 billion, a gain of over 300%, while our quarterly dividend paid to our shareholders grew by more than 330%. Over the same timeframe, RPM's market capitalization expanded from approximately $2 billion- $14 billion, creating significant value for our shareholders.

Their experience, insight, and commitment to our values have helped strengthen RPM and position us for long-term success. On behalf of RPM's Board of Directors, leadership team, associates, and shareholders, we extend our sincere gratitude to Bill and Bruce for their many contributions and lasting impact on RPM. Thank you for your participation in today's 2026 Annual Stockholders Meeting and 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 the national anthem. Thank you, and have a great day.