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RPM INTERNATIONAL INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and RPM INTERNATIONAL INC.’s Form 8-K, filed October 9, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 7Reported items
  • 665Asset managers
  • 4,693Fund votes
  • October 3, 2024Meeting date

Results at a glance

Meeting of October 3, 2024: 7 items on RPM INTERNATIONAL INC.’s Form 8-K, filed October 9, 2024: 4 approved · 3 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore RPM INTERNATIONAL INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by RPM INTERNATIONAL INC.

These tallies are RPM INTERNATIONAL INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed October 9, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

RPM INTERNATIONAL INC. — official shareholder meeting results, meeting held October 3, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
The following matters were voted on at the Annual Meeting, and the results were as follows: (i) Approval of an amendment of the Company's Amended and Restated Certificate of Incorporation to require the annual election of Directors: 103,257,6262,143,050419,284 --9,444,026 98%Not verified—
Proposal 2 98,677,911---- 7,142,0499,444,026 93%Approveda supermajority of the shares outstanding
Jenniffer D. Deckard 104,813,771---- 1,006,1899,444,026 99.0%Not verified—
Salvatore D. Fazzolari 103,284,812---- 2,535,1489,444,026 98%Not verified—
(iii) 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: 98,210,0777,071,735538,148 --9,444,026 93%Approved—
(iv) The proposal to approve the Company's 2024 Omnibus Equity and Incentive Plan was approved with the following votes: 101,965,2353,445,520409,205 --9,444,026 97%Approved—
(v) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2025 was approved with the following votes: 114,588,698507,600167,688 --0 99.5%Approved—

Source: RPM INTERNATIONAL INC., Form 8-K, filed with the SEC on October 9, 2024 — read the filing on EDGAR.

How asset managers voted at the RPM INTERNATIONAL INC. 2024-2025 meeting

Each item below shows how the 665 asset managers that disclosed a RPM INTERNATIONAL INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of RPM INTERNATIONAL INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Election of Directors: Bruce A. Carbonari

No official matchDIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

99% of fund votes cast · no official result

FOR
Details: votes by 119 asset managers

The 119 asset managers below reported 50,515,041 for, 602,243 withheld, 288,263 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 50,515,041ABSTAIN: 288,263WITHHOLD: 602,243
Largest asset managers voting on “Election of Directors: Bruce A. Carbonari” at RPM INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard16,260,5370 00For
BlackRock6,695,3130 00For
Eaton Vance2,989,8450 01,297For
T. Rowe Price2,655,6640 00For
Fidelity2,629,6240 00For
State Street2,248,9110 01,426For
Victory Capital2,171,1160 00For
JPMorgan2,006,9820 00For
Pacer Funds Trust1,985,7510 00For
Allspring923,5000 00For
FIRST EAGLE FUNDS882,1590 00For
Charles Schwab812,9120 00For
Global X800,2400 00For
Dimensional620,5020 00For
Equitable612,6880 00For
Goldman Sachs544,0800 00For
Jackson National263,1510 216,8070Mixed
HARBOR FUNDS376,0000 00For
Principal304,0530 00For
ProShares292,4870 00For
Waddell & Reed277,8720 00For
MFS269,8360 00For
Voya257,0160 00For
Columbia Threadneedle00 0242,022Withhold
TIAA235,8640 00For

Showing the 25 largest of 119 asset managers. See all 119 in the interactive database.

2. Election of Directors: Jenniffer D. Deckard

No official matchDIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FOR
Details: votes by 119 asset managers

The 119 asset managers below reported 51,367,980 for, 36,465 withheld, 1,102 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 51,367,980ABSTAIN: 1,102WITHHOLD: 36,465
Largest asset managers voting on “Election of Directors: Jenniffer D. Deckard” at RPM INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard16,260,5370 00For
BlackRock6,695,3130 00For
Eaton Vance2,991,1420 00For
T. Rowe Price2,655,6640 00For
Fidelity2,629,6240 00For
State Street2,249,7640 0573For
Victory Capital2,171,1160 00For
JPMorgan2,006,9820 00For
Pacer Funds Trust1,985,7510 00For
Allspring923,5000 00For
FIRST EAGLE FUNDS882,1590 00For
Charles Schwab812,9120 00For
Global X800,2400 00For
Dimensional620,5020 00For
Equitable612,6880 00For
Goldman Sachs544,0800 00For
Jackson National479,9580 00For
HARBOR FUNDS376,0000 00For
Principal304,0530 00For
ProShares292,4870 00For
Waddell & Reed277,8720 00For
MFS269,8360 00For
Voya257,0160 00For
Columbia Threadneedle242,0220 00For
TIAA235,8640 00For

Showing the 25 largest of 119 asset managers. See all 119 in the interactive database.

3. Election of Directors: Salvatore D. Fazzolari

No official matchDIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

99.4% of fund votes cast · no official result

FOR
Details: votes by 119 asset managers

The 119 asset managers below reported 51,077,337 for, 274,689 withheld, 53,521 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 51,077,337ABSTAIN: 53,521WITHHOLD: 274,689
Largest asset managers voting on “Election of Directors: Salvatore D. Fazzolari” at RPM INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard16,260,5370 00For
BlackRock6,695,3130 00For
Eaton Vance2,989,8450 01,297For
T. Rowe Price2,655,6640 00For
Fidelity2,629,6240 00For
State Street2,249,4180 0919For
Victory Capital2,171,1160 00For
JPMorgan2,006,9820 00For
Pacer Funds Trust1,985,7510 00For
Allspring923,5000 00For
FIRST EAGLE FUNDS882,1590 00For
Charles Schwab812,9120 00For
Global X800,2400 00For
Dimensional620,5020 00For
Equitable612,6880 00For
Goldman Sachs544,0800 00For
Jackson National479,9580 00For
HARBOR FUNDS376,0000 00For
Principal304,0530 00For
ProShares292,4870 00For
Waddell & Reed277,8720 00For
MFS269,8360 00For
Voya257,0160 00For
Columbia Threadneedle00 0242,022Withhold
TIAA235,8640 00For

Showing the 25 largest of 119 asset managers. See all 119 in the interactive database.

4. The following matters were voted on at the Annual Meeting, and the results were as follows: (i) Approval of an…

Outcome not verifiedSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 103,257,626AGAINST: 2,143,050
Details: description as filed, official tally, votes by 119 asset managers

Description as filed by funds: APPROVE THE AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.

RPM INTERNATIONAL INC.’s own tally for this item (“The following matters were voted on at the Annual Meeting, and the results were as follows: (i) Approval of an amendment of the Company's Amended and Restated Certificate of Incorporation to require the annual election o”): 103,257,626 for, 2,143,050 against, per its Form 8-K filed October 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 119 asset managers below reported 51,209,078 for.

FOR
FOR: 51,209,078
Largest asset managers voting on “APPROVE THE AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.” at RPM INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard16,260,5370 00For
BlackRock6,695,3130 00For
Eaton Vance2,991,1420 00For
T. Rowe Price2,655,6640 00For
Fidelity2,629,6240 00For
State Street2,250,3370 00For
Victory Capital2,171,1160 00For
JPMorgan2,006,9820 00For
Pacer Funds Trust1,985,7510 00For
Allspring923,5000 00For
FIRST EAGLE FUNDS882,1590 00For
Charles Schwab812,9120 00For
Global X800,2400 00For
Dimensional620,5020 00For
Equitable612,6880 00For
Goldman Sachs544,0800 00For
Jackson National479,9580 00For
HARBOR FUNDS376,0000 00For
Principal304,0530 00For
ProShares292,4870 00For
Waddell & Reed277,8720 00For
MFS269,8360 00For
Voya257,0160 00For
Columbia Threadneedle242,0220 00For
TIAA235,8640 00For

Showing the 25 largest of 119 asset managers. See all 119 in the interactive database.

5. (iv) The proposal to approve the Company's 2024 Omnibus Equity and Incentive Plan was approved with the following votes:

Official resultCOMPENSATIONReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 101,965,235AGAINST: 3,445,520
Details: description as filed, official tally, votes by 134 asset managers

Description as filed by funds: Approve the Company's 2024 Omnibus Equity and Incentive Plan.

RPM INTERNATIONAL INC.’s own tally for this item (“(iv) The proposal to approve the Company's 2024 Omnibus Equity and Incentive Plan was approved with the following votes:”): 101,965,235 for, 3,445,520 against — passed, per its Form 8-K filed October 9, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(iv) The proposal to approve the Company's 2024 Omnibus Equity and Incentive Plan was approved with the following votes:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 134 asset managers below reported 51,357,420 for, 257,645 against.

FOR
FOR: 51,357,420AGAINST: 257,645
Largest asset managers voting on “Approve the Company's 2024 Omnibus Equity and Incentive Plan.” at RPM INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard16,260,5370 00For
BlackRock6,695,3130 00For
Eaton Vance2,989,8451,297 00For
T. Rowe Price2,655,6640 00For
Fidelity2,629,6240 00For
State Street2,249,992345 00For
Victory Capital2,171,1160 00For
JPMorgan2,006,9820 00For
Pacer Funds Trust1,985,7510 00For
Allspring923,5000 00For
FIRST EAGLE FUNDS882,1590 00For
Charles Schwab812,9120 00For
Global X800,2400 00For
Dimensional620,5020 00For
Equitable612,6880 00For
Goldman Sachs544,0800 00For
Jackson National479,9580 00For
HARBOR FUNDS376,0000 00For
Principal304,0530 00For
ProShares292,4870 00For
Waddell & Reed277,8720 00For
MFS269,8360 00For
Voya257,0160 00For
Columbia Threadneedle242,0220 00For
TIAA235,8640 00For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

6. (iii) The proposal to approve, on an advisory, non-binding basis, the compensation of the Company's named executive…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 19 wordings of this item as funds reported it.

93% Approved · of votes cast

FOR 93%
FOR: 98,210,077AGAINST: 7,071,735
Details: description as filed, official tally, votes by 651 asset managers

Description as filed by funds: Approve the Company's executive compensation.

RPM INTERNATIONAL INC.’s own tally for this item (“(iii) 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:”): 98,210,077 for, 7,071,735 against — passed, per its Form 8-K filed October 9, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(iii) 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:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 116 asset managers voting on “Approve the Company's executive compensation.” at RPM INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard16,260,5370 00For
BlackRock6,695,3130 00For
Eaton Vance2,989,8451,297 00For
T. Rowe Price2,655,6640 00For
Fidelity2,629,6240 00For
State Street2,249,992345 00For
Victory Capital2,171,1160 00For
JPMorgan2,006,9820 00For
Pacer Funds Trust1,985,7510 00For
Allspring923,5000 00For
FIRST EAGLE FUNDS882,1590 00For
Charles Schwab812,9120 00For
Global X800,2400 00For
Dimensional620,5020 00For
Equitable612,6880 00For
Goldman Sachs544,0800 00For
Jackson National479,9580 00For
HARBOR FUNDS376,0000 00For
Principal304,0530 00For
ProShares292,4870 00For
Waddell & Reed277,8720 00For
MFS269,8360 00For
Voya257,0160 00For
Columbia Threadneedle0242,022 00Against
TIAA235,8640 00For

Fund voting reports, all 116 managers: 50,709,726 for, 595,015 against, 28,409 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 560 asset managers voting on “Approve the Company's executive compensation.” at RPM INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Aristotle Capital Management, LLC8,597,6840 00For
State Street5,525,6912,445 00For
T. Rowe Price5,190,4420 00For
BlackRock4,809,662852 00For
ATLANTA CAPITAL MANAGEMENT CO L L C3,778,08747,012 00For
Victory Capital2,727,0850 00For
GEODE CAPITAL MANAGEMENT, LLC2,597,4330 00For
JPMorgan2,384,0130 00For
Northern Trust1,129,72210,889 00For
Allspring1,047,8380 00For
First Eagle Investment Management, LLC1,038,6090 00For
CINCINNATI INSURANCE CO1,033,3030 00For
MELLON INVESTMENTS Corp877,2390 00For
CINCINNATI FINANCIAL CORP824,7250 00For
Charles Schwab822,1490 00For
Goldman Sachs780,0740 00For
Fidelity174,382527,323 00Mixed
PRINCIPAL GLOBAL INVESTORS697,1730 00For
Federated Hermes44,557595,846 00Mixed
SCHRODER INVESTMENT MANAGEMENT GROUP0625,071 00Against
GW&K Investment Management, LLC572,7110 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC0517,724 00Against
UBS4,035461,028 00Against
MASSACHUSETTS FINANCIAL SERVICES CO /MA/406,1330 00For
RBC Capital Markets, LLC299,4700 00For

Institutional-manager reports, all 560 managers: 56,306,957 for, 4,763,112 against, 15,971 abstained, 3,001 not voted, 11,937 unknown. Showing the 25 largest; see all in the interactive database.

7. (v) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

99.5% Approved · of votes cast

FOR 99.5%
FOR: 114,588,698AGAINST: 507,600
Details: description as filed, official tally, votes by 122 asset managers

Description as filed by funds: RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

RPM INTERNATIONAL INC.’s own tally for this item (“(v) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2025 was approved with the following votes:”): 114,588,698 for, 507,600 against — passed, per its Form 8-K filed October 9, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(v) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2025 was approved with the following votes:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 122 asset managers below reported 51,291,934 for, 20,512 against, 28,409 abstained.

FOR
FOR: 51,291,934AGAINST: 20,512ABSTAIN: 28,409
Largest asset managers voting on “RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” at RPM INTERNATIONAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard16,260,5370 00For
BlackRock6,695,3130 00For
Eaton Vance2,991,1420 00For
T. Rowe Price2,655,6640 00For
Fidelity2,629,6240 00For
State Street2,249,992345 00For
Victory Capital2,171,1160 00For
JPMorgan2,006,9820 00For
Pacer Funds Trust1,985,7510 00For
Allspring923,5000 00For
FIRST EAGLE FUNDS882,1590 00For
Charles Schwab812,9120 00For
Global X800,2400 00For
Dimensional620,5020 00For
Equitable612,6880 00For
Goldman Sachs544,0800 00For
Jackson National479,9580 00For
HARBOR FUNDS376,0000 00For
Principal304,0530 00For
ProShares292,4870 00For
Waddell & Reed277,8720 00For
MFS269,8360 00For
Voya257,0160 00For
Columbia Threadneedle242,0220 00For
TIAA235,8640 00For

Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.

Largest RPM INTERNATIONAL INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 128,702,000 shares outstanding at the time of that meeting.

Fund voting reports: top RPM INTERNATIONAL INC. shareholders by shares voted on “Approve the Company's executive compensation.”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 12.63%
2BlackRock 5.20%
3Eaton Vance 2.32%
4T. Rowe Price 2.06%
5Fidelity 2.04%
6State Street 1.75%
7Victory Capital 1.69%
8JPMorgan 1.56%
9Pacer Funds Trust 1.54%
10Allspring 0.72%
Institutional-manager reports: top RPM INTERNATIONAL INC. shareholders by shares voted on “Approve the Company's executive compensation.”, 2024-2025
#Asset manager % of shares outstanding
1Aristotle Capital Management, LLC 6.68%
2State Street 4.30%
3T. Rowe Price 4.03%
4BlackRock 3.74%
5ATLANTA CAPITAL MANAGEMENT CO L L C 2.97%
6Victory Capital 2.12%
7GEODE CAPITAL MANAGEMENT, LLC 2.02%
8JPMorgan 1.85%
9Northern Trust 0.89%
10Allspring 0.81%

Reported RPM INTERNATIONAL INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

RPM INTERNATIONAL INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Vanguard Group 10.95% 13F
BlackRock 10.51% 13F
Aristotle Capital Management, LLC 6.30% 13G
Vanguard Portfolio Management 5.58% 13G
STATE STREET CORPORATION 5.08% 13G
Morgan Stanley 4.02% 13F
T. Rowe Price 2.43% 13F
JPMorgan Chase 1.70% 13F
Invesco 1.18% 13F
Norges Bank 1.17% 13F

Percentages above are of 128,702,000 shares outstanding, as reported by RPM INTERNATIONAL INC. on its Form 10-Q dated August 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from RPM INTERNATIONAL INC.’s 10-Q dated August 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At RPM INTERNATIONAL INC.'s shareholder meeting held October 3, 2024, in the 2024-2025 proxy season, 665 asset managers reported how they voted in their SEC Form N-PX filings, covering 4,693 separate fund positions. Their filings are grouped here into 7 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approve the Company's executive compensation. — RPM INTERNATIONAL INC.'s filing reports the proposal as approved, with 93% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: RPM INTERNATIONAL INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on October 9, 2024.

RPM INTERNATIONAL INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.