Ppg Industries Inc 8-K, filed Oct 19, 2022
Ppg Industries Inc (PPG)
8-K
2022-10-19
For: 2022-10-19
View Original
Added on
July 04, 2026
About this 8-K
Ppg Industries Inc filed this 8-K on October 19, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
| FORM | |||||
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 19, 2022
(Exact Name of Registrant as Specified in Charter) | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 October 19, 2022, the Board of Directors of PPG Industries, Inc. (the “Company”) elected Timothy M. Knavish as President and Chief Executive Officer and Michael H. McGarry as Executive Chairman, both effective January 1, 2023. On October 19, 2022, Mr. McGarry also informed the Board of Directors that he intends to retire as Executive Chairman and as a director of the Company, effective October 1, 2023.
The Board of Directors also elected Mr. Knavish as a director to serve in the class whose term expires at the Annual Meeting of Shareholders in 2023, effective as of October 20, 2022. Mr. Knavish was not selected as a director of the Company pursuant to any arrangement or understanding between Mr. Knavish and any other person or entity. The Board of Directors did not appoint Mr. Knavish to serve on any committees of the Board due to his position as an executive officer of the Company.
Mr. Knavish became Chief Operating Officer of the Company on March 1, 2022. He previously served as Executive Vice President from October 2019 through February 2022, Senior Vice President, Architectural Coatings and President, PPG Europe, Middle East and Africa from January 2019 through September 2019, Senior Vice President, Industrial Coatings from October 2017 through December 2018, Senior Vice President, Automotive Coatings from March 2016 through September 2017, Vice President, Protective and Marine Coatings from August 2012 through February 2016 and Vice President, Automotive Coatings, Americas from March 2010 through July 2012.
Mr. McGarry has served as Chairman and Chief Executive Officer of the Company since September 2016 and as Chief Executive Officer since September 2015.
In connection with Mr. Knavish’s appointment as President and Chief Executive Officer, effective January 1, 2023, Mr. Knavish’s annual salary will be increased to $1,200,000, and he will be eligible for a target cash bonus under the Incentive Compensation Plan of $1,740,000. On January 1, 2023, Mr. Knavish will receive a grant under the Amended and Restated Omnibus Incentive Plan comprised equally of stock options, performance-based restricted stock units and total shareholder return contingent shares with an aggregate value of $7,500,000 on the grant date. Mr. Knavish will not receive any compensation for his service as a director of the Company.
In connection with his transition to Executive Chairman, on January 1, 2023 Mr. McGarry will receive a grant of time-based restricted stock units under the Amended and Restated Omnibus Incentive with an aggregate value of $5,000,000 on the grant date. These time-based restricted stock units will vest upon Mr. McGarry’s retirement from the Company if his retirement date is on or after July 1, 2023.
A press release reporting Mr. Knavish’s election and Mr. McGarry’s election and retirement is attached hereto as Exhibit 99 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
(d) Exhibits.
Exhibit Number | Description | |||||||
| 99 | ||||||||
| 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: October 19, 2022 | By: | /s/ Michael H. McGarry | ||||||
| Michael H. McGarry | ||||||||
| Chairman and Chief Executive Officer | ||||||||
Exhibit 99
News
PPG Media Contact:
Mark Silvey
Corporate Communications
+1-412-434-3046
silvey@ppg.com
www.ppg.com
PPG Investor Contact:
John Bruno
Investor Relations
+1-412-434-3466
jbruno@ppg.com
investor.ppg.com
PPG elects Tim Knavish president and chief executive officer;
Michael H. McGarry named executive chairman
PITTSBURGH, Oct. 19, 2022 – PPG (NYSE:PPG) today announced that Tim Knavish, chief operating officer, has been named president and chief executive officer (CEO), effective Jan. 1, 2023. Knavish will join the company’s Board of Directors, effective October 20, 2022.
Knavish, 57, who has served as PPG’s chief operating officer since March, will succeed Chairman and CEO Michael McGarry, 64, in the role of CEO. McGarry, who has served as CEO since September 2015, will become Executive Chairman, effective Jan. 1, 2023. McGarry also has announced to the PPG Board of Directors his intention to retire as Executive Chairman and as a director of the Company, effective October 1, 2023.
“I want to thank Michael and the PPG Board of Directors for their trust and confidence as we continue to drive PPG forward. Our global business portfolio remains well positioned for future growth and to successfully navigate through the current global economic challenges,” said Knavish. “I look forward to continuing to work with the more than 50,000 PPG people across the world to support our customers, deliver excellent business performance and create additional shareholder value.”
“Tim is a highly respected business leader who has played an instrumental role in PPG’s growth across the markets we serve,” McGarry said. “His leadership has been invaluable as PPG has executed several important strategic actions, including PPG’s recent acquisitions and successful integrations of Tikkurila and Ennis-Flint, now PPG’s Traffic Solutions business. Tim’s proven ability to lead the implementation of our global business strategies, and his focus on continuously strengthening our operations and energizing our diverse workforce will be important in delivering on our growth strategy.”
“On behalf of the PPG Board of Directors, we want to congratulate Tim and also recognize Michael’s outstanding leadership and strategic vision in guiding PPG through some of the most challenging periods in its nearly 140-year history,” said Hugh Grant, PPG independent lead
director and retired chairman and chief executive officer, Monsanto Company. “Michael’s leadership in completing several of PPG’s largest acquisitions has made a significant impact on expanding the company’s portfolio and reach in key growth markets. We thank him for his many contributions and look forward to benefiting from his continued leadership as executive chairman of PPG’s Board of Directors. As we look ahead, the board fully supports Tim and the entire PPG team as they work to achieve future growth and increased value for our shareholders.”
McGarry has served as chairman and CEO of PPG since September 2016. During his more than 40 years with PPG, he has served in a variety of key business and functional leadership roles in the U.S., Europe and Asia, and led several strategic actions that transformed PPG’s business portfolio. McGarry currently serves on the board of directors of United States Steel Corporation (NYSE: X), Shin-Etsu Chemical Co., Ltd., and the National Association of Manufacturers. He is a former member of the board of Axiall Corporation, and former chairman of the board of directors of The American Coatings Association (ACA).
Knavish joined PPG in 1987 at PPG’s global headquarters in Pittsburgh. He advanced through roles of increasing responsibility in several key businesses and functions, including serving as plant manager for the East Point, Georgia, architectural coatings manufacturing facility. In 2005, Knavish moved to Australia as managing director, Australia and New Zealand coatings, and general manager, automotive refinish. In 2007, Knavish returned to the U.S. where he assumed responsibility for automotive coatings, Americas, and in early 2010, he was named a vice president. In 2012, he was appointed global vice president, protective and marine coatings and in 2016 became senior vice president, automotive coatings.
Knavish was named senior vice president, industrial coatings in 2017. In addition to global leadership of PPG’s industrial coatings, packaging coatings and coatings services businesses, Knavish was responsible for the global procurement function and for PPG’s Asia Pacific region. In January 2019, he was appointed senior vice president, architectural coatings and president, PPG Europe, Middle East and Africa.
Prior to being named chief operating officer, Knavish served as executive vice president beginning in October 2019, where he was responsible for PPG’s global architectural coatings businesses; the global automotive refinish business; the Latin America region; and the digital and information technology functions.
A native of Pittsburgh, Knavish earned both a bachelor’s degree in mechanical engineering and an M.B.A. from the University of Pittsburgh. He currently serves on the board of directors of the United Way of Southwestern Pennsylvania.
PPG: WE PROTECT AND BEAUTIFY THE WORLD®
At PPG (NYSE:PPG), we work every day to develop and deliver the paints, coatings and specialty materials that our customers have trusted for nearly 140 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 75 countries and reported net sales of $16.8 billion in 2021. 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.