PPG INDUSTRIES INC
For the period ended Apr 18, 2024. Filed Mar 7, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 18, 2024 · Filed Mar 7, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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| Filed by the Registrant ⌧ | |
| Filed by a Party other than the Registrant ◻ | |
| Check the appropriate box: | |
| ◻ | Preliminary Proxy Statement |
| ◻ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ⌧ | Definitive Proxy Statement |
| ◻ | Definitive Additional Materials |
| ◻ | Soliciting Material under §240.14a-12 |
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| PPG Industries, Inc. | ||
| (Name of Registrant as Specified In Its Charter) | ||
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
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| Payment of Filing Fee (Check the appropriate box): | ||
| ⌧ | No fee required | |
| ◻ | Fee paid previously with preliminary materials | |
| ◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
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| A MESSAGE FROM PPG’S INDEPENDENT LEAD DIRECTOR | |
I am honored to have been elected by the Board in October as PPG’s independent Lead Director. The Lead Director role is a critical part of our effective corporate governance practices, facilitating the interaction between the independent directors and the Chairman and CEO and supporting the Company’s long-term success.
In PPG’s 140th year of operation, the 53,000 PPG people around the world made it happen by delivering record 2023 financial results and positioning the Company for growth in 2024. While the global demand environment remained challenging, the breadth, diversity and resiliency of PPG’s business portfolio continued to aid its strong operating performance in 2023. Record full-year reported net sales were $18.2 billion, up about 3% versus the prior year, while organic sales were higher by 3% driven by higher selling prices. We also had record full-year adjusted earnings per share of $7.67 and record full-year operating cash flow from operations of $2.4 billion, up $1.4 billion year over year. Adjusted net income in 2023 increased by about 30% versus 2022 primarily due to higher selling prices, lower input costs, restructuring cost savings and acquisition-related synergies. The Company looks forward to building upon last year’s successes by focusing on the unwavering support of our customers by providing superior services and products that enhance productivity and sustainability.
Since last year’s Annual Meeting of Shareholders, the Board of Directors has been actively engaged overseeing the initial progress of PPG’s enterprise growth strategy. We also concluded a successful succession plan and unanimously elected Tim Knavish as PPG’s Chairman and CEO. Michael McGarry’s leadership set the Company on a solid path for future growth and success, and we wish him a long and happy retirement.
As part of our ongoing Board refreshment process, we welcomed Chris Roberts, Executive Vice President and General Manager, Global Food and Beverage at Ecolab Inc., to the Board. He brings strong operational, marketing, customer relations, retail and branding experience. We also saw the retirements of Hugh Grant and Steve Angel. The Board is grateful for Hugh and Steve’s thoughtful guidance and their many years of dedicated service to PPG. Our refreshment process will continue into 2024 as we seek directors who have skills and experience that dovetail with our enterprise growth strategy.
In this proxy statement, we are asking our shareholders to approve a proposal to provide shareholders holding 25% of PPG’s voting power with the right to call a special meeting of shareholders. This proposal is simply the next step forward in our corporate governance journey.
The Board is actively engaged in overseeing PPG’s sustainability strategy. We are proud that in 2023 PPG further advanced its sustainability commitments by becoming the first U.S.-based coatings manufacturer to receive validation from the Science Based Targets initiative (SBTi) for 2030 scope 1, 2 and 3 emissions reduction targets. In addition, PPG announced 2030 sustainability goals that focus on driving sales of sustainably advantaged products, reducing its environmental impact, and making a difference in our communities.
On behalf of the Board of Directors, it is my pleasure to invite you to PPG’s 2024 Annual Meeting of Shareholders, which is to be held at 11:00 a.m., Eastern Time, on Thursday, April 18, 2024, via live audio webcast at https://www.cesonlineservices.com/ppg24_vm. We encourage you to read the attached Proxy Statement and vote on the included proposals.
We thank you for your continued support of and investment in PPG.
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| Michael W. LamachIndependent Lead DirectorPPG Board of Directors | |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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| WHEN | April 18, 2024 at 11:00 a.m. Eastern Time | |
| WHERE | We will have a virtual meeting which you can attend by visiting https://www.cesonlineservices.com/ppg24_vm. There will be no physical location for in-person attendance at the Annual Meeting. | |
| WHAT | 1. | To elect as directors the four named nominees to serve in a class whose term expires in 2025; |
| | 2. | To vote on a nonbinding resolution to approve the compensation of the Company’s named executive officers on an advisory basis; |
| | 3. | To vote on an amendment to the Company’s Articles of Incorporation to provide shareholders with the right to call a special meeting; |
| | 4. | To vote on an amendment to the Company’s Articles of Incorporation to provide for the exculpation of officers of the Company; |
| | 5. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024; and |
| | 6. | To transact any other business that may properly come before the meeting. |
| RECORD DATE | February 16, 2024 | |
| ANNUAL MEETING ADMISSION | To attend the virtual Annual Meeting, please follow the instructions at:https://www.cesonlineservices.com/ppg24_vmYou will not be able to attend the Annual Meeting in person. If you plan to participate in the virtual meeting, you will need to pre-register by 5:00 p.m. Eastern Time on April 17, 2024. To pre-register for the meeting, please follow the instructions provided under the General Matters section found in the accompanying Proxy Statement. Shareholders may only participate online and must pre-register to vote and ask questions at the virtual meeting. | |
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| | 2024 Proxy Statement 1 |
PLEASE VOTE
Please know that your vote is very important to us, and we encourage you to vote promptly. Whether or not you expect to attend the virtual Annual Meeting, please vote via the Internet or telephone, or by paper proxy card or vote instruction form, which you should complete, sign and return by mail, so that your shares may be voted.
Beneficial Shareholders(Shares are held in a stock brokerage account or by a bank or other holder of record)
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| InternetVisit www.proxyvote.com. You will need the control number included in your proxy card, voter instruction form or notice. | Mobile AppYou can scan this QR code to vote with your mobile phone. You will need the control number included in your proxy card, voter instruction form or notice. | PhoneCall 1-800-690-6903. You will need the control number included in your proxy card, voter instruction form or notice. | MailSend your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form. | In PersonSee above regarding attendance at the virtual meeting. |
| Registered Shareholders and Employee Savings Plan Participants (Shares are registered in your name with PPG’s transfer agent or held in a Company-sponsored employee savings plan) | ||||
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| InternetVisit www.cesvote.com. You will need the control number included in your proxy card, voter instruction form or notice. | Mobile AppYou can scan this QR code to vote with your mobile phone. You will need the control number included in your proxy card, voter instruction form or notice. | PhoneCall 1-888-693-8683. You will need the control number included in your proxy card, voter instruction form or notice. | MailSend your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form. | In PersonSee above regarding attendance at the virtual meeting. |
| | Joseph R. GetteVice President, Deputy General Counsel and Secretary | |||
| | March 7, 2024 | |||
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| 2 2024 Proxy Statement | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.