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RPM > SEC Filings for RPM > Form 8-K on 17-Oct-2013All Recent SEC Filings

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Form 8-K for RPM INTERNATIONAL INC/DE/


17-Oct-2013

Submission of Matters to a Vote of Security Holders, Other Events, Fina


Item 5.07. Submission of Matters to a Vote of Security Holders.

Annual Meeting Results

The Annual Meeting of Stockholders of the Company was held on October 10, 2013. The following matters were voted on at the Annual Meeting and received the approval of the Company's stockholders:

(i) Election of David A. Daberko, Craig S. Morford, Frank C. Sullivan and Thomas C. Sullivan as Directors of the Company. The nominees were elected as Directors with the following votes:

                        David A. Daberko
                        For                     74,652,073
                        Withheld                27,634,135
                        Broker non-votes        16,902,262
                        Craig S. Morford
                        For                    101,304,639
                        Withheld                   981,569
                        Broker non-votes        16,902,262
                        Frank C. Sullivan
                        For                     81,791,349
                        Withheld                20,494,859
                        Broker non-votes        16,902,262
                        Thomas C. Sullivan
                        For                     81,672,453
                        Withheld                20,613,755
                        Broker non-votes        16,902,262

In addition to the Directors above, the following Directors' terms of office continued after the Annual Meeting: John P. Abizaid, Bruce A. Carbonari, Salvatore D. Fazzolari, Thomas S. Gross, Frederick R. Nance, Charles A. Ratner, William B. Summers, Jr., Dr. Jerry Sue Thornton and Joseph P. Viviano. William
A. Papenbrock retired as a Director effective as of the expiration of his term at the Annual Meeting.

(ii) The proposal to approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers, was approved with the following votes:

                         For                  75,904,320
                         Against              25,439,341
                         Abstain                 942,547
                         Broker non-votes     16,902,262



(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, 2014 was approved with the following votes:

                         For                  118,039,020
                         Against                  771,666
                         Abstain                  377,784
                         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, 2013.



Item 8.01. Other Events.

On October 10, 2013, 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.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number         Description

99.1                   Press Release of the Company, dated October 10, 2013,
                       announcing a dividend increase.


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