8-K
PPG INDUSTRIES INC (PPG)
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): April 16, 2020 | PPG INDUSTRIES, INC. | |||
|---|---|---|---|---|
| (Exact Name of Registrant as Specified in Charter) | Pennsylvania | 001-1687 | 25-0730780 | |
| --- | --- | --- | ||
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><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 April 16, 2020, PPG Industries, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders. At the 2020 Annual Meeting of Shareholders, the Company’s shareholders approved the appointment of Kathleen A. Ligocki as a director of the Company to serve in the class whose term expires at the Annual Meeting of Shareholders in 2022. The Board of Directors appointed Ms. Ligocki to the Audit Committee and the Technology and Environment Committee of the Board of Directors.
As an independent director of the Company, Ms. Ligocki 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.
Ms. Ligocki was not selected as a director of the Company pursuant to any arrangement or understanding between Ms. Ligocki and any other person or entity.
A press release reporting the approval of the appointment of Ms. Ligocki as a director of the Company is attached hereto as Exhibit 99 and is incorporated herein by reference.
The Company’s Corporate Governance Guidelines require that any director who has attained the age of 72 retire at the next annual meeting of shareholders following the director’s 72nd birthday. James G. Berges and Victoria F. Haynes each turned 72 before the Company’s 2020 Annual Meeting of Shareholders and in accordance with this requirement Mr. Berges and Dr. Haynes retired from the Company’s Board of Directors effective at the 2020 Annual Meeting of Shareholders. As previously reported, on November 19, 2019 director Michele J. Hooper informed the Company that she would not stand for reelection to the Board of Directors at the Company’s 2020 Annual Meeting of Shareholders.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
At its 2020 Annual Meeting of Shareholders, the Company’s shareholders voted on the following matters:
| 1. | The three nominees for director were elected to serve in a class whose term expires in 2023 as follows: | |||
|---|---|---|---|---|
| Nominees | Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| Stephen F. Angel | 174,199,909 | 2,081,107 | 462,706 | 25,756,778 |
| Hugh Grant | 167,112,447 | 9,162,670 | 468,602 | 25,756,781 |
| Melanie L. Healey | 174,477,049 | 1,814,004 | 452,672 | 25,756,775 |
The following continuing directors did not stand for re-election at the 2020 Annual Meeting of Shareholders (the year in which each director’s term expires is indicated in parenthesis): Steven A. Davis (2021), Michael W. Lamach (2021), Martin H. Richenhagen (2021), Catherine R. Smith (2021), John V. Faraci (2022), Gary R. Heminger (2022) and Michael H. McGarry (2022).
| 2. | The appointment of a director to serve in a class whose term expires in 2022 was approved as follows: | |||
|---|---|---|---|---|
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| Kathleen A. Ligocki | 175,153,590 | 1,119,872 | 470,258 | 25,756,780 |
| 3. | 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 |
| --- | --- | --- | --- |
| 166,940,609 | 8,714,917 | 1,087,999 | 25,756,975 |
| 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 to provide for the annual election of directors: | ||
| --- | --- | ||
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| --- | --- | --- | --- |
| 175,379,868 | 873,107 | 490,749 | 25,756,776 |
| 5. | 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 |
| --- | --- | --- | --- |
| 174,190,141 | 1,711,328 | 842,238 | 25,756,793 |
| 6. | The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020 was approved as follows: | ||
| --- | --- | ||
| Votes For | Votes Against | Votes Abstained | |
| --- | --- | --- | |
| 200,943,090 | 1,016,212 | 541,198 |
There were no broker non-votes with respect to this matter.
As of the record date of the 2020 Annual Meeting, 235,910,495 shares of common stock were issued and outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99 | Press release of PPG Industries, Inc. dated April 16, 2020. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| PPG INDUSTRIES, INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: April 22, 2020 | By: | /s/ Michael H. McGarry |
| Michael H. McGarry | ||
| Chairman and Chief Executive Officer |
Exhibit
Exhibit 99
News
Media Contact:
Mark Silvey
Corporate Communications
+1-412-434-3046
silvey@ppg.com
Investor Contact:
John Bruno
Investor Relations
+1-412-434-3466
jbruno@ppg.com
investor.ppg.com
Ligocki joins PPG board of directors
PITTSBURGH, April 16, 2020 - PPG (NYSE:PPG) today announced at its annual meeting of shareholders that Kathleen A. Ligocki, former chief executive officer, Agility Fuel Solutions, LLC, has been elected to join its board of directors, effective immediately. Ligocki will serve on PPG’s board Audit Committee and its Technology and Environment Committee.
Ligocki served as chief executive officer of Agility Fuel Solutions, LLC, a leading manufacturer of natural gas solutions for medium and heavy-duty vehicles in North America, from 2015 to 2019. Prior to joining Agility, from 2014 to 2015, she was president and chief executive officer and a director of Harvest Power, Inc., a leading organic waste management company in North America. From 2012 to 2014, she was an operating partner at Kleiner Perkins Caufield & Byers, a top venture capital firm.
Prior to these positions, Ligocki held a number of leadership roles with a variety of start-up companies, as president and chief executive officer and a director of Next Autoworks, an early stage automobile manufacturer; principal at Pine Lake Partners, a consultancy for start-up companies; and president and chief executive officer at start-up Mexican automobile manufacturer and retailer, GS Motors, owned by Grupo Salinas, a Mexican conglomerate. Ligocki also served as chief executive officer of Tower Automotive, a Fortune 1000 automotive supplier, and held senior management positions at Ford Motor Company, United Technologies Corporation and General Motors Corporation. Ligocki is a director of Lear Corporation and Carpenter Technology Corporation, and served as a director of Ashland Inc. from 2004 to 2014.
“PPG’s board of directors continually seeks to maintain an appropriate balance of directors with varying tenure, expertise and diversity,” said Michael H. McGarry, PPG chairman and chief executive officer. “We are pleased that Kathleen will join the board, as her diverse and proven capabilities and industry experience will help to further strengthen the company. Kathleen’s senior leadership experience in the automotive and transportation industry will be valuable as we continue to execute our growth strategies in this key segment. As the chief executive officer of several early stage companies, she brings to the board a proven track record of driving innovation and developing processes to bring new products and services to market. Kathleen also has substantial experience managing the manufacturing and operations of multinational companies.”
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 $15.1 billion in 2019. 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.