REGULATION FD POLICY
RPM International Inc. (the “Company”) is committed, consistent with legal and regulatory requirements, to maintaining an active and open dialogue with its securityholders and potential investors.
Regulation FD prohibits the selective disclosure of material nonpublic information to certain enumerated persons. Regulation FD is intended to eliminate situations where a company may disclose important nonpublic information, such as earnings warnings, to analysts or selected institutional investors, before disclosing the information to the general public.
Regulation FD requires that, whenever the Company (or any person acting on its behalf) intentionally discloses material nonpublic information to an Enumerated Person (as described below, including broker-dealers, analysts and securityholders), the Company must simultaneously disseminate that information to the public.
If the Company learns that it has unintentionally disclosed material nonpublic information, it must publicly disseminate that information within 24 hours.
This Regulation FD Policy (this “Policy”) applies to every director, employee and independent contractor of the Company and its subsidiaries and complements the Company’s Insider Trading Policy.
B. Authorized Spokespersons
D. Day-to-Day Communications
E. Public Disclosure of Significant Company Information
Furthermore, the release adopting Regulation FD cautions:
3. If the determination is made that the information to be disclosed is material, the information must be disclosed via a means reasonably designed to provide broad, non-exclusionary distribution to the public (e.g., a press release or Current Report on Form 8-K) before or at the same time that the information is disclosed to the Enumerated Person. The public disclosure may either disclose the material information or, if it is issued prior to disclosure to the Enumerated Person, may disclose that a conference call and/or webcast will be held to disclose the information. The public must be given adequate advance notice of any conference call and/or webcast and the means of accessing it.
4. If a forward-looking statement has been made (i.e., one that has a forward intent and connotation upon which parties can reasonably be expected to rely), an employee with knowledge thereof shall promptly report to the Legal department or Investor Relations department any facts or events that might cause that meaning to change.
5. If a meeting or conference call is to be held after the issuance of a press release, the purpose of which is to give analysts or major securityholders an opportunity to seek more information or ask questions concerning the information disclosed in a press release, the meeting or call shall be preceded by a press release at least three days in advance or as soon as the meeting or call is planned, if later, which shall announce such meeting or call and provide information including the date, time, telephone number and webcast URL for the meeting or call. The meeting or call shall be open to analysts, media representatives and the general public. Notwithstanding the foregoing, any such meeting or call held for the purpose of providing immaterial information shall not be subject to the requirements of this paragraph.
6. If a Director or an employee of the Company learns of information that causes him or her to believe that a disclosure may have been misleading or inaccurate when made or may no longer be true, such person should report that information immediately to the Legal department.
F. Earnings Calls
G. Guidance, Quiet Period and Analyst Reports
H. Analyst Meetings/Investment Banker Conferences/Roadshows
I. Use of Social Networks
Use of social networks, including corporate blogs, employee blogs, chat boards, Facebook, Twitter and the like, to disclose material, nonpublic information is considered selective disclosure and would violate this policy.
J. Rumors: No Comment Policy
The Company will not comment on market rumors in the normal course of business. When it is learned that rumors about the Company are circulating, Authorized Spokespersons should state only that it is Company policy to not comment on rumors. If the source of the rumor is found to be internal, the Legal department should be consulted to determine the appropriate response.
K. Violation of this Policy
Violations of Regulation FD are subject to Securities and Exchange Commission enforcement action, which may include an administrative action seeking a cease-and-desist order, or a civil action against the Company or an individual seeking an injunction and/or civil money penalties. Any violation of this Policy by a Director or employee shall be brought to the attention of the Legal department and may constitute grounds for termination of service.
1SEC Release No. 33-7781 (Aug. 24, 2002), § II.B(2).