RPM INTERNATIONAL INC/DE/ false 0000110621 0000110621 2022-10-07 2022-10-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 7, 2022

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware |  | 1-14187 |  | 02-0642224
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

2628 Pearl Road, P.O. Box 777, Medina, Ohio |  | 44258
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (330) 273-5090

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.01 |  | RPM |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. | Regulation FD Disclosure.

As previously announced, on October 7, 2022 at 8:30 EDT, RPM International Inc. (the “Company”) will host an Investor Day event which will include management presentations focused on the Company’s MAP 2025 (Margin Achievement Plan) operational improvement initiative, sustainability initiatives, and Construction Products Group. The Company’s Investor Day presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company’s Investor Day presentation is also available at the Company’s website (www.RPMinc.com).

The information in Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. | Exhibits.

Exhibit Number |  | Description
99.1 |  | Investor Day Presentation.
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  |  |  |  | RPM International Inc.
|  |  |  |  |  | (Registrant)
Date October 7, 2022 |  |  |  |
|  |  |  |  |  | /s/ Edward W. Moore
|  |  |  |  |  | Edward W. Moore
|  |  |  |  |  | Senior Vice President, General Counsel and Chief Compliance Officer