株探米国株
日本語 英語
エドガーで原本を確認する
0000079879false12/3100000798792024-04-182024-04-180000079879us-gaap:CommonStockMember2024-04-182024-04-180000079879ppg:A0.875Notesdue2025Member2024-04-182024-04-180000079879ppg:A1875NotesDue2025Member2024-04-182024-04-180000079879ppg:A1.400Notesdue2027Member2024-04-182024-04-180000079879ppg:A2750NotesDue2029Member2024-04-182024-04-18

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
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


EX-3.1 2 exhibit31-articlesofamendm.htm EX-3.1 Document
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

image_4.jpg
   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,
PA
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: at
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.