Version: June 1, 2017
It is and shall continue to be the policy of RPM International Inc. (“RPM”) and its subsidiaries and operating companies (collectively with RPM, the “Company”) that their respective directors, officers and employees fully comply with the federal securities laws and Securities and Exchange Commission (“SEC”) regulations.
Insider trading – trading in securities on the basis of material, nonpublic information regarding the issuer of the securities in breach of confidentiality or other fiduciary obligations is illegal. Violations of federal securities laws can subject employees and the Company to severe civil and criminal penalties. In addition to responding to the federal securities laws, this policy has been adopted to avoid even the appearance of improper conduct on the part of anyone employed or associated with RPM. We have worked hard over the years to establish our reputation for integrity and ethical conduct. We cannot afford to have it damaged.
Specific Restrictions on Trading Activities
The restrictions described in this policy apply to family members (and any other individuals) living in your household, partnerships in which you are a general partner, trusts of which you are a trustee and estates of which you are an executor (collectively, “Related Parties”). You are expected to be responsible for compliance by such Related Parties.
In order to guard against release of material, nonpublic information to market participants in a prohibited manner, all inquiries seeking information regarding RPM, its business and financial results, should be referred to RPM’s Chief Financial Officer or Manager of Investor Relations.
Avoiding liability for violations of insider trading rules requires consideration of these rules before making a trade. You are responsible for complying with these rules and should consult with your advisor to the extent you deem appropriate. Any questions relating to this policy may be directed to RPM’s General Counsel, Associate General Counsel or outside securities counsel (Calfee, Halter & Griswold LLP).
“Material information” is any information that a reasonable investor would consider important in a decision to buy, hold, or sell stock. Any information that could reasonably be expected to affect the price of the stock is material. If, after learning about an event or change in circumstance regarding RPM, a director, officer or employee believes he or she would be more likely to make a trade in RPM’ s securities, such person should treat that information as material. Before making a trade in RPM’s securities, carefully evaluate whether the Company information known to you is material. You should complete the trade only if you have carefully and reasonably concluded that the Company information is not material or has been disclosed to the public, and the trade complies with this policy.
Material, nonpublic information therefore is information that a reasonable investor would consider important in a decision to buy, hold or sell stock, but which is not generally known to the public.
Security or securities means any common stock, preferred stock, note, bond, debenture, or any option or warrant to acquire any of the foregoing. The insider trading rules apply to all RPM securities, held by a director, officer or employee of the Company or any of its subsidiaries whether or not the securities were acquired in any manner before or after employment, or before or after obtaining any inside information.
A suspected violation of this policy can be reported to a supervisor or the Human Resources, Legal or Compliance departments. A suspected violation may also be reported via the internet with the Company’s Third-Party vendor by using the Hotline Online or by the appropriate phone number for your country location Hotline Phone. Any employee who violates this Policy or who directs or who knowingly permits a subordinate to violate a Policy may be subject to disciplinary action up to and including termination. RPM retains the right to report any violations of a Policy that are also illegal to the appropriate authorities.