PPG INDUSTRIES, INC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 16, 2020 , PPG Industries, Inc. (the "Company") held its 2020 Annual
Meeting of Shareholders. At the 2020 Annual Meeting of Shareholders, the
Company's shareholders approved the appointment of Kathleen A. Ligocki as a
director of the Company to serve in the class whose term expires at the Annual
Meeting of Shareholders in 2022. The Board of Directors appointed Ms. Ligocki to
the Audit Committee and the Technology and Environment Committee of the Board of
Directors.
As an independent director of the Company, Ms. Ligocki will be entitled to
receive compensation consistent with that of the Company's other independent
directors who are not employees of the Company, as described in the Company's
definitive proxy statement filed with the Securities and Exchange Commission on
March 5, 2020 under the caption "Compensation of Directors," which portion of
such proxy statement is incorporated herein by reference.
Ms. Ligocki was not selected as a director of the Company pursuant to any
arrangement or understanding between Ms. Ligocki and any other person or entity.
A press release reporting the approval of the appointment of Ms. Ligocki as a
director of the Company is attached hereto as Exhibit 99 and is incorporated
herein by reference.
The Company's Corporate Governance Guidelines require that any director who has
attained the age of 72 retire at the next annual meeting of shareholders
following the director's 72nd birthday. James G. Berges and Victoria F. Haynes
each turned 72 before the Company's 2020 Annual Meeting of Shareholders and in
accordance with this requirement Mr. Berges and Dr. Haynes retired from the
Company's Board of Directors effective at the 2020 Annual Meeting of
Shareholders. As previously reported, on November 19, 2019 director Michele J.
Hooper informed the Company that she would not stand for reelection to the Board
of Directors at the Company's 2020 Annual Meeting of Shareholders.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At its 2020 Annual Meeting of Shareholders, the Company's shareholders voted on the following matters: 1. The three nominees for director were elected to serve in a class whose
term expires in 2023 as follows:
Nominees Votes For Votes Against Votes Abstained Broker Non-Votes Stephen F. Angel 174,199,909 2,081,107 462,706 25,756,778 Hugh Grant 167,112,447 9,162,670 468,602 25,756,781 Melanie L. Healey 174,477,049 1,814,004 452,672 25,756,775
The following continuing directors did not stand for re-election at the 2020
Annual Meeting of Shareholders (the year in which each director's term expires
is indicated in parenthesis):
2022 was approved as follows:
Nominee Votes For Votes Against Votes Abstained Broker Non-Votes Kathleen A. Ligocki 175,153,590 1,119,872 470,258 25,756,780
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3. 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
166,940,609 8,714,917 1,087,999 25,756,975
4. By the following vote, the shareholders did not approve 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
175,379,868 873,107 490,749 25,756,776
5. By the following vote, the shareholders did not approve the proposal
(which required the affirmative vote of 80 percent of the Company's
outstanding shares) to amend the Company's Articles of Incorporation and
Bylaws to replace the supermajority voting requirements:
Votes For Votes Against Votes Abstained Broker Non-Votes
174,190,141 1,711,328 842,238 25,756,793
6. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as
the Company's independent registered public accounting firm for 2020 was
approved as follows:
Votes For Votes Against Votes Abstained
200,943,090 1,016,212 541,198
There were no broker non-votes with respect to this matter. As of the record date of the 2020 Annual Meeting, 235,910,495 shares of common stock were issued and outstanding. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99 Press release ofPPG Industries, Inc. datedApril 16, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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