RPM 2020 Proxy Statement

Letter to Stockholder I
Notice of Annual Meeting of Stockholders III
Table of Contents IV
Proxy Statement Summary 2
Voting Rights 7
Stock Ownership of Principal Holders and Management 8
Proposal One – Election of Directors 10
Information Regarding Meetings and Committees of the Board of Directors 17
Proposal Two – Advisory Vote on Executive Compensation 23
Executive Compensation 25
Pay Ratio Disclosure 37
Director Compensation 51
Related Person Transactions 53
Forward-Looking Statements 54
Equity Compensation Plan Information 55
Delinquent Section 16(a) Reports 55
Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm 56
Report of the Audit Committee of the Board of Directors 57
Stockholder Proposals for 2021 Annual Meeting 58
Other Matters 59
Appendix A – Adjustments to Diluted Earnings Per Share for Fiscal 2020 and Fiscal 2019 61