At the Annual Meeting of Stockholders held on October 8, 2009, the Company's stockholders approved an amendment to the RPM International Inc. Amended and Restated 2004 Omnibus Equity and Incentive Plan (the "Omnibus Plan"). The amendment to the Omnibus Plan increases the maximum aggregate number of shares of the Company's common stock authorized for issuance under the Omnibus Plan by 6,000,000, to a total of 12,000,000. A description of the amendment to the Omnibus Plan was included in the Company's Definitive Proxy Statement furnished in connection with the Annual Meeting of Stockholders held on October 8, 2009, and is incorporated herein by reference. Item 8.01 Other Events.
(a) Sale of Notes On October 6, 2009, the Company agreed to sell $300,000,000 aggregate principal amount of its Notes pursuant to the Underwriting Agreement. The sale of the Notes closed on October 9, 2009. The Company intends to use the net proceeds from the offering of the Notes to repay, redeem or refinance $163.7 million in principal amount of the Company's unsecured notes due October 15, 2009, and approximately $120 million in principal amount of short-term borrowings outstanding under the Company's accounts receivable securitization program. The balance of the net proceeds will be used for general corporate purposes. The offering of the Notes was registered under the Securities Act of 1933, as amended (the "Securities Act"), and is being made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-149232) and the Prospectus included therein (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission") on February 14, 2008, and the Prospectus Supplement relating thereto dated October 6, 2009 and filed with the Commission on October 7, 2009 pursuant to Rule 424(b)(5) promulgated under the Securities Act.
(b) Annual Meeting Results The Annual Meeting of Stockholders of the Company was held on October 8, 2009. The following matters were voted on at the Annual Meeting and received the approval of the Company's stockholders:

(i) Election of John P. Abizaid, Bruce A. Carbonari, James A. Karman, Donald K. Miller and Joseph P. Viviano as Directors of the Company. The nominees were elected as Directors with the following votes:

                        John P. Abizaid
                        For                    81,842,954
                        Withheld               35,769,072
                        Broker non-votes                0
                        Bruce A. Carbonari
                        For                    81,644,708
                        Withheld               35,967,317
                        Broker non-votes                0
                        James A. Karman
                        For                    78,114,993
                        Withheld               39,497,033
                        Broker non-votes                0
                        Donald K. Miller
                        For                    81,808,021
                        Withheld               35,804,005
                        Broker non-votes                0
                        Joseph P. Viviano
                        For                    81,485,578
                        Withheld               36,126,448
                        Broker non-votes                0

In addition to the Directors above, the following Directors' terms of office continued after the Annual Meeting: Frederick R. Nance, Charles A. Ratner, William B. Summers, Jr., Jerry Sue Thornton, David A. Daberko, William A. Papenbrock, Frank C. Sullivan and Thomas C. Sullivan.
(ii) The proposal to approve an amendment to the RPM International Inc. Amended and Restated 2004 Omnibus Equity and Incentive Plan was approved with the following votes:

                         For                  63,105,012
                         Against              36,547,417
                         Abstain                 676,150
                         Broker non-votes     17,283,446

(iii) 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, 2010 was approved with the following votes:

                         For                  115,240,754
                         Against                  767,781
                         Abstain                  425,321
                         Broker non-votes               0

(iv) The non-binding stockholder proposal to eliminate classification of terms of the Board of Directors was approved with the following votes:

                         For                  74,700,029
                         Against              24,637,163
                         Abstain                 991,388
                         Broker non-votes     17,283,445

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 8, 2009.
(c) Declaration of Dividend On October 8, 2009, the Company issued a press release announcing an increase in its quarterly cash dividend. A copy of the press release is furnished with this current report on Form 8-K as Exhibit 99.1.
(d) New Stock Transfer Agent On October 7, 2009, the Company issued a press release announcing that it has named Wells Fargo Bank, N.A., as the Company's new stock transfer agent, registrar, dividend disbursing agent and administrator of its dividend reinvestment plan, effective November 2, 2009. A copy of the press release is furnished with this current report on Form 8-K as Exhibit 99.2. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number   Description

1.1              Underwriting Agreement, dated October 6, 2009, among the Company and
                 Wells Fargo Securities, LLC and Banc of America Securities LLC, as
                 representatives of the Underwriters.

4.1              Officers' Certificate and Authentication Order dated October 9, 2009 for
                 the 6.125% Notes due 2019 (which includes the form of Note) issued
                 pursuant to the Indenture dated as of February 14, 2008, between the
                 Company and The Bank of New York Mellon Trust Company, N.A.

5.1              Opinion of Calfee, Halter & Griswold LLP

5.2              Opinion of Harter Secrest & Emery LLP

99.1             Press Release of the Company, dated October 8, 2009, announcing a
                 dividend increase.

99.2             Press Release of the Company, dated October 7, 2009, announcing the
                 Company's new stock transfer agent, Wells Fargo Bank, N.A.