RPM 2020 Proxy Statement

STOCKHOLDER PROPOSALS FOR 2021 ANNUAL MEETING Any stockholder proposal intended to be presented at the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) must be received by the Company’s Secretary at its principal executive offices no later than April 28, 2021 for inclusion in the Board of Directors’ Proxy Statement and form of Proxy relating to the 2021 Annual Meeting. Each proposal submitted must be accompanied by the name and address of the stockholder submitting the proposal and the number of shares of Common Stock owned. If the proponent is not a stockholder of record, proof of beneficial ownership also must be submitted. All proposals must be a proper subject for action and comply with the Proxy Rules of the Commission. In addition, in accordance with the By-Laws, if a stockholder intends to present a proposal (including with respect to Director nominations) at the 2021 Annual Meeting without the inclusion of that proposal in the Company’s proxy materials for the 2021 Annual Meeting, that stockholder must deliver the proposal, along with all information relating to the proposal required by the By-Laws, to the Company’s Secretary so that it is received no earlier than the close of business on June 10, 2021 and no later than the close of business on July 10, 2021. If not submitted within this timeframe and containing the required information in accordance with the By-Laws, the notice would be considered untimely. If, however, the date of the 2021 Annual Meeting is more than 30 days before or more than 60 days after the first anniversary of this year’s Annual Meeting, notice by the stockholder to be timely must be delivered no earlier than the close of business on the 120th day prior to the date of the 2021 Annual Meeting and no later than the close of business on the later of the 90th day prior to the date of the 2021 Annual Meeting or, if the first public announcement of the date of the 2021 Annual Meeting is less than 100 days prior to the date of the 2021 Annual Meeting, the 10th day following the day on which public announcement of the date of the 2021 Annual Meeting is first made by the Company. 58