On October 10, 2008, RPM International Inc. (the "Company") announced that the Company's board of directors elected Frank C. Sullivan, president and chief executive officer of the Company, to chairman and chief executive officer, succeeding chairman Thomas C. Sullivan, who retired after 37 years in that post. Mr. Thomas Sullivan will remain on the Company's board of directors as chairman emeritus. The Company also announced that the Company's board of directors elected Ronald A. Rice, executive vice president and chief operating officer, to president and chief operating officer, succeeding Mr. Frank Sullivan as president. In connection with Mr. Rice being named president, his base salary was increased to $600,000 annually. The information regarding Mr. Frank Sullivan and Mr. Rice required under Items 401(b), (d) and (e) and Item 404(a) of Regulation S-K is included under the heading "Executive Officers of the Registrant" on pages 16 and 17 of the Company's Annual Report on Form 10-K for the year ended May 31, 2008, and is incorporated herein by reference. A copy of the press release with respect to these announcements is filed herewith as Exhibit 99.1.
Also on October 10, 2008, Barry M. Slifstein, age 48, the Company's vice president and controller since July 1, 2008, was appointed the Company's principal accounting officer by the Company's board of directors. Before becoming the Company's vice president and controller, Mr. Slifstein was vice president of finance, chief financial officer and treasurer of the Company's DAP Products Inc. subsidiary. Mr. Slifstein joined DAP in 1999. Item 8.01 Other Events.

The Annual Meeting of Stockholders of the Company was held on October 10, 2008. A copy of the press release issued in connection with the Annual Meeting of Stockholders is filed herewith as Exhibit 99.2. The following matters were voted on at the Annual Meeting and received the approval of the Company's stockholders:
(a) Election of Frederick R. Nance, Charles A. Ratner, William B. Summers, Jr. and Jerry Sue Thornton as Directors of the Company. The nominees were elected as Directors with the following votes:

Frederick R. Nance
                          For                75,924,959
                          Withheld           38,100,534
                          Broker non-votes            0


Charles A. Ratner
                          For                106,368,750
                          Withheld             7,656,742
                          Broker non-votes             0


William B. Summers, Jr.
                          For                112,335,620
                          Withheld             1,689,873
                          Broker non-votes             0


Jerry Sue Thornton
                          For                106,507,672
                          Withheld             7,517,821
                          Broker non-votes             0

In addition to the Directors above, the following Directors' terms of office continued after the Annual Meeting: John P. Abizaid, Bruce A. Carbonari, James
A. Karman, Donald K. Miller, Joseph P. Viviano, David A. Daberko, William A. Papenbrock, Frank C. Sullivan and Thomas C. Sullivan.

(b) The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2009 was approved with the following votes:

                          For                113,249,648
                          Against                503,428
                          Abstain                272,416
                          Broker non-votes             0

For information on how the votes for the above matters were tabulated, see the Company's definitive Proxy Statement used in connection with the Annual Meeting of Stockholders on October 10, 2008. Item 9.01 Financial Statements and Exhibits.

   (d) Exhibits.

 Exhibit Number        Description

          99.1         Press release of the Company dated October 10, 2008, announcing the
                       election of Mr. Frank Sullivan as Chairman and Chief Executive
                       Officer, the election of Mr. Ronald Rice as President and Chief
                       Operating Officer, and Mr. Thomas Sullivan's retirement as Chairman.

          99.2         Press release of the Company dated October 10, 2008, announcing the
                       results of the Company's Annual Meeting of Stockholders.