Item 5.02 Departure of Directors or Certain Officers; Election
of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain
Officers.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At its 2022 Annual Meeting, the Company's shareholders 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
Gary R. Heminger 181,622,244 7,046,064 2,327,982 15,786,398 Kathleen A. Ligocki 189,517,881 1,000,983 477,421 15,786,403 Michael H. McGarry 179,390,694 11,059,700 545,894 15,786,400 Michael T. Nally 188,098,052 2,370,897 527,337 15,786,402 The following continuing directors did not stand for re-election at the 2022 Annual Meeting (the year in which each director's term expires is indicated in parenthesis):Stephen F. Angel (2023),Hugh Grant (2023),Melanie L. Healey (2023),Guillermo Novo (2023),Steven A. Davis (2024),Michael W. Lamach (2024),Martin H. Richenhagen (2024) andCatherine R. Smith (2024).
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 180,291,284 9,576,117 1,128,877 15,786,410
3. By the following vote, the shareholders approved the proposal (which required the affirmative vote of 80 percent of the Company's outstanding shares) to amend the Company's Articles of Incorporation to provide for the annual election of directors:
Votes For Votes Against Votes Abstained Broker Non-Votes 189,518,689 972,088 505,507 15,786,404 4. With respect to the proposal to amend the Company's Articles of Incorporation and Bylaws to replace the supermajority voting requirements, the proposal received a substantial favorable vote at the 2022 Annual Meeting, but did not receive the vote required for approval under the Company's Articles of Incorporation and Bylaws, which is the affirmative vote of 80 percent of the Company's outstanding shares. As previously disclosed, in order to allow for additional voting on this proposal the Chairman of the meeting determined, in his discretion pursuant to the Company's Bylaws, to adjourn the 2022 Annual Meeting only with respect to this proposal until1:00 p.m. onMay 9, 2022 .
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The adjourned 2022 Annual Meeting will be held virtually at https://www.cesonlineservices.com/ppg22_vm. Instructions about how shareholders can join the adjourned 2022 Annual Meeting are the same as those for the 2022 Annual Meeting and are contained in the General Matters section of the Company's proxy statement datedMarch 10, 2022 . Shareholders who registered to attend the 2022 Annual Meeting do not need to register again to attend the adjourned 2022 Annual Meeting. The record date for the adjourned 2022 Annual Meeting will remainFebruary 18, 2022 . The Company will include the results of the votes taken on this proposal at the adjourned 2022 Annual Meeting in an amendment to this Current Report on Form 8-K or a new Current Report on Form 8-K to be filed with theSecurities and Exchange Commission within four business days after the vote on the proposal is concluded. 5. The proposal to ratify the appointment ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022 was approved as follows: Votes For Votes Against Votes Abstained 205,291,270 1,019,859 471,559
There were no broker non-votes with respect to this matter.
6. The shareholder proposal on setting target amounts of CEO compensation was not approved as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 17,878,495 163,903,445 9,213,747 15,787,001
As of the record date of the 2022 Annual Meeting, 236,148,121 shares of common stock were issued and outstanding.
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