PPGインダストリーズの適時開示・その他

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): September 26, 2023



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 5.02						Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2023, the Board of Directors of PPG Industries, Inc. (the “Company”) elected Timothy M. Knavish as Chairman and Chief Executive Officer, effective October 1, 2023. As previously reported, Michael H. McGarry will retire as Executive Chairman and as a director of the Company, effective October 1, 2023.

Mr. Knavish became President and Chief Executive Officer of the Company on January 1, 2023. Previously, Mr. Knavish served as Chief Operating Officer from March 1, 2022 through December 31, 2022. He previously served as Executive Vice President from October 2019 through February 2022, Senior Vice President, Architectural Coatings and President, PPG Europe, Middle East and Africa from January 2019 through September 2019, Senior Vice President, Industrial Coatings from October 2017 through December 2018, Senior Vice President, Automotive Coatings from March 2016 through September 2017, Vice President, Protective and Marine Coatings from August 2012 through February 2016 and Vice President, Automotive Coatings, Americas from March 2010 through July 2012. Mr. Knavish has been a director of the Company since October 20, 2022.

Also on September 26, 2023, Hugh Grant informed the Company’s Board of Directors that he plans to end his tenure as Chair of the Board’s Nominating and Governance Committee and as the Company’s independent lead director, effective October 1, 2023, and to retire from the Board, effective December 31, 2023. Mr. Grant will continue to serve as a director of the Company and as a member of the Nominating and Governance Committee and the Human Capital Management and Compensation Committee of the Board of Directors until his retirement. Mr. Grant’s decision was not due to any disagreement with the Company. The Board of Directors has elected Michael W. Lamach to succeed Mr. Grant as Chair of the Nominating and Governance Committee and as the Company’s independent lead director.

Press releases reporting Mr. Knavish’s election and Mr. Grant’s retirement and Mr. Lamach’s appointment are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.


Item 9.01						Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
99.1						Press release of PPG Industries, Inc. dated September 26, 2023 reporting the election of Timothy M. Knavish as Chairman and Chief Executive Officer.
99.2						Press release of PPG Industries, Inc. dated September 26, 2023 reporting the retirement of Hugh Grant as a Director of PPG Industries, Inc.

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: September 26, 2023	By:	/s/ Timothy M. Knavish
		Timothy M. Knavish
		President and Chief Executive Officer

EX-99.1 2 exhibit991-september262023.htm EX-99.1 Document

Exhibit 99.1

News

PPG Media Contact:

Mark Silvey

Corporate Communications

+1-412-434-3046

silvey@ppg.com

PPG Investor Contact:

John Bruno

Investor Relations

+1-412-434-3466

jbruno@ppg.com

investor.ppg.com

Tim Knavish elected PPG Chairman and CEO; Michael McGarry to retire as Executive Chairman

PITTSBURGH, September 26, 2023 – PPG (NYSE:PPG) today announced that its Board of Directors has unanimously elected PPG president and chief executive officer (CEO), Tim Knavish, 58, as chair of the company’s Board of Directors and CEO, effective Oct. 1, 2023. Knavish succeeds Michael McGarry, 65, who served as chairman and CEO from 2016 to 2022 and is retiring as executive chairman, also effective Oct. 1, 2023.

“On behalf of the PPG board of directors, we want to congratulate Tim and recognize the significant contributions Michael has made in leading PPG through some of the most challenging periods in its 140-year history,” said Hugh Grant, PPG independent lead director and retired chairman and chief executive officer, Monsanto Company. “Michael’s leadership has made a significant impact on expanding the company’s portfolio and reach in key growth markets, strengthened PPG’s position, and set the company on a solid path for future growth and success. We wish him the very best. As we look ahead, the board fully supports Tim and the entire PPG team as they work to achieve future growth and increased value for our shareholders.

“After a thoughtful and deliberative process, the board of directors agreed that appointing Tim as chair and CEO enhances the alignment between PPG management and the Board in implementing PPG’s enterprise growth strategy. Tim has an intimate knowledge of the business, can quickly identify and implement strategic priorities, and has demonstrated the ability to serve as an effective bridge between the Board and management,” added Grant.

Knavish joined PPG in 1987 at PPG’s global headquarters in Pittsburgh and he has held roles of increasing responsibility during his 36 years with the Company. Knavish has served in his current role as president and CEO since Jan. 1, 2023 and previously served as chief operating officer beginning in March 2022. Prior to being named chief operating officer, Knavish was executive vice president beginning in October 2019.

PPG: WE PROTECT AND BEAUTIFY THE WORLD®

At PPG (NYSE:PPG), we work every day to develop and deliver the paints, coatings and specialty materials that our customers have trusted for 140 years. Through dedication and creativity, we solve our customers’ biggest challenges, collaborating closely to find the right path forward. With headquarters in Pittsburgh, we operate and innovate in more than 70 countries and reported net sales of $17.7 billion in 2022. We serve customers in construction, consumer products, industrial and transportation markets and aftermarkets. To learn more, visit www.ppg.com.

The PPG Logo and We protect and beautify the world are registered trademarks of PPG Industries Ohio, Inc.

EX-99.2 3 exhibit992-september262023.htm EX-99.2 Document

Exhibit 99.2

News

PPG Media Contact:

Mark Silvey

Corporate Communications

+1-412-434-3046

silvey@ppg.com

PPG Investor Contact:

John Bruno

Investor Relations

+1-412-434-3466

jbruno@ppg.com

investor.ppg.com

Hugh Grant to retire from PPG board of directors; Michael Lamach appointed independent lead director

PITTSBURGH, September 26, 2023 – PPG (NYSE:PPG) today announced that Hugh Grant, 65, PPG independent lead director, has informed the board of directors of his decision to end his tenure as independent lead director, effective Oct. 1, and retire from the board at the end of the year. Grant joined the board in 2005 and has served on the Nominating and Governance Committee and the Human Capital Management and Compensation Committee, serving the last nine years as independent lead director.

“Hugh has brought considerable expertise and talents to the Board, including his exceptional leadership, his insightful approach to complex issues and his extensive knowledge of corporate affairs and governance, all of which provided a dimension to the Board’s deliberations that will be greatly missed, said Michael McGarry, PPG executive chairman. “We thank Hugh for his 18 years of service and his valued guidance to three PPG CEOs. Hugh has certainly fulfilled his commitment to the Company and shareholders, including completing the most recent CEO transition this year. Throughout his time on the board, Hugh has been strongly committed to and supportive of our Company’s growth and strategic direction, guiding the Board with a strong focus on delivering value to our shareholders. His acumen in illuminating the Company’s strategy and accomplishments for our shareholders has been a significant asset to the Company and its leadership.”

The PPG Board of Directors has unanimously appointed PPG board member, Michael W. Lamach, 60, to succeed Grant as the new PPG independent lead director and chair of the Nominating and Governance Committee, effective Oct. 1. Lamach joined the PPG board in 2015 and has served on each of PPG’s board committees. Lamach was Executive Chair of Trane Technologies plc, a global leader in climate control and climate-focused innovations for buildings, homes and transportation, from July 2021 until his retirement in December 2021. Previously, Lamach served as Chairman and Chief Executive Officer of Trane Technologies from its separation from Ingersoll-Rand plc in February 2020 to July 2021.

Lamach served as a director of Ingersoll-Rand from 2010 to 2020 and of Trane Technologies from 2020 to 2021. Lamach also served as Chair of the Board of the National Association of Manufacturers from 2019 to 2021.

“The Board agreed that Mike is ideally suited to serve as the new PPG independent lead director given his many contributions since joining the board, his sound perspective, dedication to PPG, and proven experience as chairman and CEO of Trane Technologies and role as a director at both Trane and Ingersoll-Rand. We wish Mike all the best in this important role and strongly believe that his and Tim Knavish’s leadership as Chairman and CEO will help PPG grow, deliver and assure that PPG’s best days are still ahead,” said McGarry.”

PPG: WE PROTECT AND BEAUTIFY THE WORLD®

The PPG Logo and We protect and beautify the world are registered trademarks of PPG Industries Ohio, Inc.