MEDINA, OH — Paint and coatings manufacturer RPM International Inc. announced several new initiatives designed to bolster operational and financial improvement and enhance shareholder value. The initiatives include the appointment of two new independent directors to RPM’s Board of Directors, Kirkland (Kirk) B. Andrews and John M. Ballbach, and the formation of a new Operating Improvement Committee (OIC) of the board. The company also announced that it will approve and recommend amendments to its Amended and Restated Certificate of Incorporation to provide for an annually elected board. These initiatives follow dialogue and collaboration with Elliott Management Corporation (Elliott) and entry into an associated cooperation agreement between RPM and affiliates of Elliott.
RPM’s newly formed OIC will be composed of four independent directors: Kirk Andrews and Robert Livingston (who will serve as Co-Chairs), Thomas Gross and John Ballbach. Frank Sullivan, Chairman and CEO of RPM, will serve as a non-voting ex officio member. The OIC’s review, among other things, will focus on operational and financial initiatives to create and enhance shareholder value. Certain of these initiatives will center around setting and achieving new company margin targets based on top-performing industry standards and optimization of RPM’s balance sheet, including streamlining working capital and implementing new capital allocation guidelines and capital return plans. The company has engaged AlixPartners LLP, an outside management consulting firm, to work with the OIC and management on this review. RPM expects to provide a comprehensive update to the market as promptly as practicable, but in no event by later than Nov. 30, 2018. Concurrent with the announcement, the company will introduce transparent metrics to track achievements relative to plan on a regular basis.