PPG INDUSTRIES INC (Form: 8-K, Received: 04/23/2024 16:35:22)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM			8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 18, 2024



PPG INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)

Pennsylvania

001-1687

25-0730780

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

One PPG Place, Pittsburgh, Pennsylvania, 15272

(Address of Principal Executive Offices, and Zip Code)

(412) 434-3131

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.66 2/3

PPG

New York Stock Exchange

0.875% Notes due 2025

PPG 25

New York Stock Exchange

1.875% Notes due 2025

PPG 25A

New York Stock Exchange

1.400% Notes due 2027

PPG 27

New York Stock Exchange

2.750% Notes due 2029

PPG 29A

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.03						Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

PPG Industries, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) on April 18, 2024. At the 2024 Annual Meeting, the Company’s shareholders approved a proposal to amend the Company’s Articles of Incorporation to provide shareholders with the right to call a special meeting (the “Special Meeting Proposal”) and approved a proposal to amend the Company’s Articles of Incorporation to provide for the exculpation of officers of the Company (the “Officer Exculpation Proposal”), as further described under Item 5.07 below.

As a result of the shareholders’ approval of the Special Meeting Proposal and the Officer Exculpation Proposal, effective April 19, 2024, the Company amended its Articles of Incorporation as follows:

•Article Fifth, Section 5.5 was amended to provide that a special meeting of shareholders may be called by shareholders entitled to cast 25% or more of the votes that all shareholders would be entitled to cast at the meeting; and

•Article Ninth was added to the Articles of Incorporation to provide that to the fullest extent of the laws of the Commonwealth of Pennsylvania, as in effect on January 4, 2023, or as thereafter amended, permit the elimination or limitation of the liability of officers, no officer of the Company shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as an officer, other than in the case of any breach of performance of duty or any failure of performance of duty by any officer occurring prior to April 19, 2024.

The foregoing summaries of the amendments to the Articles of Incorporation do not purport to be complete and are qualified in their entirety by reference to the Articles of Amendment to the Restated Articles of Incorporation, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 5.07						Submission of Matters to a Vote of Security Holders.

At its 2024 Annual Meeting, the shareholders of the Company voted on the following matters:

1. The four nominees for director were elected to serve in a class whose term expires in 2025 as follows:


Nominees	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Michael W. Lamach	161,941,276	20,068,667	436,913	20,620,360
Martin H. Richenhagen	176,015,628	6,144,985	286,247	20,620,356
Christopher N. Roberts III	181,445,999	658,972	341,891	20,620,354
Catherine R. Smith	170,591,236	11,539,723	315,895	20,620,362

The following continuing directors did not stand for re-election at the 2024 Annual Meeting: Melanie L. Healey, Gary R. Heminger, Timothy M. Knavish, Kathleen A. Ligocki, Michael T. Nally and Guillermo Novo. Pursuant to Article Sixth, Section 6.1(b) of the Articles of Incorporation, all directors of the Company will stand for re-election at the Company’s 2025 annual meeting.

2. The proposal to approve the compensation of the Company’s named executive officers on an advisory basis was approved as follows:


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
174,536,881	7,254,137	655,836	20,620,362

3. The proposal to amend the Company’s Articles of Incorporation to provide shareholders with the right to call a special meeting was approved as follows:


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
181,255,165	845,195	346,499	20,620,357

4. The proposal to amend the Company’s Articles of Incorporation to provide for the exculpation of officers of the Company was approved as follows:


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
155,227,516	26,633,075	586,258	20,620,367

5. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024 was approved as follows:


Votes For	Votes Against	Votes Abstained
200,445,264	2,266,051	355,901

There were no broker non-votes with respect to this matter.

As of the record date of the 2024 Annual Meeting, 235,361,146 shares of common stock were issued and outstanding.


Item 9.01						Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed as part of this Report.


Exhibit Number						Description
3.1						Articles of Amendment to the Restated Articles of Incorporation of PPG Industries, Inc., effective April 19, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		PPG INDUSTRIES, INC.
		(Registrant)

Date: April 23, 2024	By:	/s/ Timothy M. Knavish
		Timothy M. Knavish
		Chairman and Chief Executive Officer

Exhibit 3.1

PENNSYLVANIA DEPARTMENT OF STATE

BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS


☐ Return document by mail to:			Articles of Amendment
Name			Domestic Corporation DSCB:15-1915/5915 (rev. 7/2015)
Address
City State Zip Code
☑ Return document by email to:			1915

Read all instructions prior to completing. This form may be submitted online at https://www.corporations.pa.gov/.

Fee: $70

Check one: ☑ Business Corporation (§ 1915) ☐ Nonprofit Corporation (§ 5915)

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:


			1.The name of the corporation is:
			PPG Industries Inc.

2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(Complete only (a) or (b), not both)

(a) Number and Street

City

State

Zip

County

One PPG Place,

Pittsburgh,

15272

Allegheny

(b) Name of Commercial Registered Office Provider

County

c/o:


			3. The statute by or under which it was incorporated:			See attached Exhibit B


			4. The date of its incorporation:			8/24/1883
						(MM/DD/YYYY)

5. Check, and if appropriate complete, one of the following:

☑

The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

☐

The amendment shall be effective on:

Date (MM/DD/YYYY)

Hour (if any)

6. Check one of the following:

☑

The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b)
or § 5914(a).

☐

The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).

7. Check, and if appropriate complete, one of the following:

☐

The amendment adopted by the corporation, set forth in full, is as follows

☑

The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a
part hereof.

8. Check if the amendment restates the Articles:

☐

The restated Articles of Incorporation supersede the original articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned
corporation has caused these Articles of Amendment to
be signed by a duly authorized officer thereof this

19th

day of

April

2024

PPG INDUSTRIES INC.

Name of Corporation

/s/ Joseph R. Gette

Signature

VP, Deputy General Counsel and Secretary

Title

EXHIBIT A

Article FIFTH of the Articles of Incorporation is amended to add the following provision:

5.5. A special meeting of shareholders may be called by shareholders, but only if called by shareholders entitled to cast 25% or more of the votes that all shareholders would be entitled to cast at the meeting.

A new Article NINTH is added to the Articles of Incorporation, providing as follows:

NINTH. To the fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect on January 4, 2023, or as thereafter amended, permit the elimination or limitation of the liability of officers, no officer of the corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as an officer. This Article Ninth shall not apply to any actions filed prior to April 19, 2024, nor to any breach of performance of duty or any failure of performance of duty by any officer occurring prior to April 19, 2024. The provisions of this Article Ninth shall be deemed to be a contract with each officer of the corporation who serves as such at any time while such provisions are in effect, and each such officer shall be deemed to be serving as such in reliance on such provisions. Any amendment to or repeal of this Article Ninth, or adoption of any other Article or Bylaw of the corporation which has the effect of increasing officer liability shall operate prospectively only and shall not have effect with respect to any action taken, or any failure to act, by an officer prior thereto.

EXHIBIT B

The corporation was formed under the Act of the General Assembly of the Commonwealth of Pennsylvania dated the 29th day of April, 1874, as shown by its Certificate of Incorporation dated the 24th day of August, 1883, and thereafter reincorporated as a consolidated corporation under the Act of the General Assembly of the Commonwealth of Pennsylvania dated the 3rd day of May, 1909, as shown by Letters Patent of such consolidated corporation issued by the Governor of the Commonwealth and dated the 3rd day of November, 1920.