(Address of Principal Executive Offices, and Zip Code)
(i412)
i434-3131
(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 (see General Instruction A.2. below):
i☐ Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock, par value $1.66 2/3
iPPG
iNew
York Stock Exchange
i0.875% Notes due 2022
iPPG 22
iNew
York Stock Exchange
i0.875% Notes due 2025
iPPG 25
iNew
York Stock Exchange
i1.400% Notes due 2027
iPPG 27
iNew
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 i☐
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
5.07
Submission of Matters to a Vote of Security Holders.
At its 2021 Annual Meeting of Shareholders, the shareholders of PPG Industries, Inc. (the “Company”) voted on the following matters:
1. The six nominees for director were elected to serve in a class whose term expires in 2024 as follows:
Nominees
Votes
For
Votes Against
Votes Abstained
Broker Non-Votes
Steven A. Davis
184,427,100
2,318,078
477,267
17,559,007
Michael W. Lamach
180,065,283
6,749,982
407,184
17,559,003
Michael
T. Nally
185,892,913
783,217
546,320
17,559,002
Guillermo Novo
185,652,382
1,036,764
533,303
17,559,003
Martin H. Richenhagen
181,521,482
5,213,678
487,289
17,559,003
Catherine
R. Smith
185,965,405
814,749
442,291
17,559,007
The following continuing directors did not stand for re-election at the 2021 Annual Meeting of Shareholders (the year in which each director’s term expires is indicated in parenthesis): John V. Faraci (2022), Gary R. Heminger (2022), Kathleen A. Ligocki (2022), Michael H. McGarry (2022), Stephen F. Angel (2023), Hugh Grant (2023) and Melanie L. Healey (2023).
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
170,413,130
15,985,591
823,548
17,559,183
3.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
186,209,197
574,378
438,870
17,559,007
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 and Bylaws to replace the supermajority voting requirements:
Votes For
Votes
Against
Votes Abstained
Broker Non-Votes
185,363,032
1,280,413
578,829
17,559,178
5.The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021 was approved as follows:
Votes
For
Votes Against
Votes Abstained
203,237,276
1,046,248
497,928
There were no broker non-votes with respect to this matter.
6.The shareholder proposal requesting that the Board of Directors adopt a policy requiring an independent board chairman was not approved as follows:
Votes
For
Votes Against
Votes Abstained
Broker Non-Votes
60,047,665
126,109,630
1,064,942
17,559,215
As of the record date of the 2021 Annual Meeting, 236,946,358 shares of common stock were issued and outstanding.
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.