8-K

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): February 18, 2021

PPG INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Pennsylvania	001-1687	25-0730780
---	---	---
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>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 2022	PPG 22	New York Stock Exchange
0.875% Notes due 2025	PPG 25	New York Stock Exchange
1.400% Notes due 2027	PPG 27	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 February 18, 2021, the Board of Directors of PPG Industries, Inc. (the “Company”) elected Michael T. Nally and Guillermo Novo as directors of the Company to serve in the class whose term expires at the 2021 Annual Meeting of Shareholders. The Board of Directors appointed Mr. Nally to the Audit Committee and the Technology and Environment Committee of the Board of Directors and Mr. Novo to the Audit Committee and the Officers-Directors Compensation Committee of the Board of Directors.

As independent directors of the Company, Messrs. Nally and Novo will be entitled to receive compensation consistent with that of the Company’s other independent directors who are not employees of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 5, 2020 under the caption “Compensation of Directors,” which portion of such proxy statement is incorporated herein by reference.

Mr. Novo is Chairman of the Board and Chief Executive Officer of Ashland Global Holdings Inc. In 2020, PPG purchased approximately $21,500,000 of products and services from Ashland Global Holdings. Such purchases and sales were made in the ordinary course of each company’s business and amount to less than two percent of each company’s consolidated gross revenues for 2020.

Neither Mr. Nally nor Mr. Novo were selected as a director of the Company pursuant to any arrangement or understanding between either Messrs. Nally and Novo and any other person or entity.

A press release reporting the approval of the election of Messrs. Nally and Novo as directors of the Company is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished as part of this Report.

Exhibit Number	Description
99	Press release of PPG Industries, Inc. dated February 18, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: February 18, 2021	By:	/s/ Michael H. McGarry
		Michael H. McGarry
		Chairman and Chief Executive Officer

Document

Exhibit 99

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

Nally, Novo join PPG board of directors

PITTSBURGH, February 18, 2021 – PPG (NYSE:PPG) today announced that Michael Nally, executive vice president and chief marketing officer, Merck & Co., Inc., and Guillermo Novo, chairman and chief executive officer, Ashland Global Holdings Inc., have been elected to its board of directors, effective immediately. Nally will serve on the Audit Committee and the Technology and Environment Committee of PPG’s board. Novo will serve on the Audit Committee and the Officers-Directors Compensation Committee.

Nally has served in his current role with Merck, a leading global health care company, since January 1, 2019. He co-leads Merck’s human health business and is responsible for developing the company’s growth strategy and commercialization model. Since joining Merck in 2003, he has served as president, global vaccines; managing director, United Kingdom and Ireland; and in a variety of key management positions in strategic initiatives, commercial operations, business development and investor relations. Nally holds a master of business administration degree from Harvard Business School, a degree in accounting and finance from the London School of Economics, and a bachelor of arts degree in economics from Middlebury College. He also previously served as director of Hilleman Laboratories, a non-profit vaccine research firm located in India.

Novo has served in his current role with Ashland, a $2.3 billion global manufacturer of specialty materials for customers in a wide range of consumer and industrial markets, since December 31, 2019. He has over 30 years of leadership experience in the specialty materials and specialty chemicals industries. Prior to joining Ashland, he served as the president and CEO and a director of Versum Materials, Inc. Previously, he served as executive vice president, materials technologies, and senior vice president, electronics, performance materials, strategy and technology, with Air Products and Chemicals, Inc. Novo began his career in 1986 with Rohm and Haas Company (which merged with Dow in 2009) and held a variety of commercial, marketing, and general management positions. He served as vice president at Rohm and Haas, and later as group vice president, Dow Coating Materials. Novo holds a master of business administration degree from the University of Michigan and a bachelor of science degree in industrial engineering from the University of Central Florida. He previously served on the advisory board for the College of Engineering and Computer Science at the University of Central Florida.

“PPG’s board of directors continually seeks to maintain an appropriate balance of directors with varying tenure, expertise and diversity,” said Hugh Grant, PPG lead independent director. “We are pleased that Mike and Guillermo have joined the board, as their proven capabilities and industry experience will help to further strengthen PPG and guide its strategic direction.”

“Mike and Guillermo are proven leaders in their respective industries, and we welcome their expertise, insights and contributions,” said Michael H. McGarry, PPG chairman and chief executive officer. “Mike’s extensive leadership in strategy and commercialization roles will support PPG’s efforts toward continued growth. Guillermo’s broad international experience, expertise in specialty materials, and deep industry knowledge of acquisitions in the chemical space will provide valued insights for PPG and our leadership team.”

PPG: WE PROTECT AND BEAUTIFY THE WORLD™

At PPG (NYSE:PPG), we work every day to develop and deliver the paints, coatings and materials that our customers have trusted for more than 135 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 $13.8 billion in 2020. We serve customers in construction, consumer products, industrial and transportation markets and aftermarkets. To learn more, visit www.ppg.com.

We protect and beautify the world is a trademark and the PPG Logo is a registered trademark of PPG Industries Ohio, Inc.