--- schema_version: "secwatch.filing_event.v1" accession: "0000079879-24-000112" form_type: "8-K" ticker: "PPG" cik: "0000079879" company_name: "PPG INDUSTRIES INC" filed_at: "2024-04-23T23:59:59+00:00" generated_at: "2026-06-03T13:00:02.694749+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # PPG shareholders approve special-meeting right (25% threshold) and officer exculpation ## Summary - Shareholders approved amendment allowing holders of 25%+ voting power to call special meetings. - Officer exculpation amendment adopted, limiting personal monetary liability to fullest extent of PA law. - All four director nominees elected with over 161M votes each; continuing directors not up for re-election. - Advisory say-on-pay passed with 174.5M votes for (95.9% of votes cast). - Ratification of PwC as auditor approved with 200.4M votes for (98.9% of votes cast). ## SEC filing metadata - accession: 0000079879-24-000112 - form_type: 8-K - ticker: PPG - cik: 0000079879 - company_name: PPG INDUSTRIES INC - filed_at: 2024-04-23T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/79879/000007987924000112/0000079879-24-000112-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/79879/000007987924000112/ppg-20240418.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000079879-24-000112 - JSON: https://secwatch.observer/filing/0000079879-24-000112.json - Plain text: https://secwatch.observer/filing/0000079879-24-000112.txt ## Key facts - Governance Changes PPG INDUSTRIES INC: Amended Articles of Incorporation to add shareholder right to call special meeting (25% threshold) and provide officer exculpation, effective April 19, 2024 (effective 2024-04-19). - Change: charter amendment - Effective: 2024-04-19 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/79879/000007987924000112/0000079879-24-000112-index.htm - Shareholder Votes PPG INDUSTRIES INC shareholders approved Election of four nominees for director to serve in a class whose term expires in 2025. - Proposal: director election - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/79879/000007987924000112/0000079879-24-000112-index.htm - Shareholder Votes PPG INDUSTRIES INC shareholders approved Proposal to amend the Company's Articles of Incorporation to provide for the exculpation of officers of the Company. - Proposal: charter amendment - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/79879/000007987924000112/0000079879-24-000112-index.htm - Shareholder Votes PPG INDUSTRIES INC shareholders approved Proposal to approve the compensation of the Company's named executive officers on an advisory basis. - Proposal: say on pay - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/79879/000007987924000112/0000079879-24-000112-index.htm - Shareholder Votes PPG INDUSTRIES INC shareholders approved Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024. - Proposal: auditor ratification - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/79879/000007987924000112/0000079879-24-000112-index.htm - Shareholder Votes PPG INDUSTRIES INC shareholders approved Proposal to amend the Company's Articles of Incorporation to provide shareholders with the right to call a special meeting. - Proposal: charter amendment - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/79879/000007987924000112/0000079879-24-000112-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.