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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

PPG Industries, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2019 Annual Meeting and Proxy Statement

·

2018 Annual Report

1.

Call the toll-free telephone number 1-800-516-1564 and follow the instructions provided, or

2.

Access the website www.SendMaterial.com and follow the instructions provided, or

3.

Send an e-mail to papercopy@SendMaterial.com with your control number in the Subject line.  Unless you instruct otherwise, we will reply to your e-mail with links to the proxy materials in PDF format for this meeting only.

To vote your PPG Industries, Inc. shares, you can attend the PPG Industries, Inc. Annual Meeting of Shareholders and vote in person or you can:

1:   Go to www.ViewMaterial.com/PPG

2:   Click on the icon to vote your shares.

3:   Enter the 11-digit control number (located by the arrow in the box above).

4:   Follow the simple instructions to record your vote.

You will be able to vote until 11:59 p.m.

Eastern Time, on April 17, 2019.

WHEN

April 18, 2019 at 11:00 AM Eastern Time

WHERE

Fairmont Pittsburgh, Grand Ballroom
510 Market Street
Pittsburgh, Pennsylvania  15222

WHAT

1.   To elect as directors the four named nominees to serve in a class whose term expires in 2022;

2.   To approve the appointment of Steven A. Davis and Catherine R. Smith as directors to serve in a class whose term expires in 2021;

3.   To vote on a nonbinding resolution to approve the compensation of the Company’s named executive officers on an advisory basis;

4.   To vote on an amendment of the Company’s Articles of Incorporation to provide for the annual election of directors;

5.   To vote on an amendment of the Company’s Articles of Incorporation and Bylaws to replace the supermajority voting requirements

6.   To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019; and

7.   To transact any other business that may properly come before the meeting.

RECORD DATE

February 22, 2019

ANNUAL MEETING

Admission to the Annual Meeting will be by Admission Card only. You must also present a photo ID for admission to the Meeting.

Daniel G. Fayock
Assistant General Counsel and Secretary

March 7, 2019

Meeting Information

PPG INDUSTRIES, INC.

Meeting Type:

Annual Meeting

For holders as of:

February 22, 2019

Date:   April 18, 2019

Time:    11:00 a.m.

Location:

Fairmont Pittsburgh
Grand Ballroom
510 Market Street
Pittsburgh, Pennsylvania  15222

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT

ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow 

XXXX XXXX XXXX XXXX

(located on the following page)

and visit: www.proxyvote.com, or scan the QR Barcode below.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:

www.proxyvote.com

2) BY TELEPHONE:

1-800-579-1639

3)  BY E-MAIL*:

sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow

XXXX XXXX XXXX XXXX 

(located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

Please make the request as instructed above on or before April 4, 2019 to facilitate timely delivery.

How To Vote

SCAN TO

VIEW MATERIALS & VOTE

Please Choose One of the Following Voting Methods

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

Vote By Internet: Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above.  Have the information that is printed in the box

marked by the arrow

XXXX XXXX XXXX XXXX

(located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

Voting Items

The Board of Directors recommends you vote FOR
the following proposals:

1.    APPROVE THE ELECTION OF DIRECTORS TO
SERVE IN THE CLASS WHOSE TERM EXPIRES IN
2022:

1a.    JAMES G. BERGES

1b.    JOHN V. FARACI

1c.    GARY R. HEMINGER

1d.    MICHAEL H. MCGARRY

2.    APPROVE THE APPOINTMENT OF DIRECTORS TO
SERVE IN THE CLASS WHOSE TERM EXPIRES IN
2021:

2a.    STEVEN A. DAVIS

2b.    CATHERINE R. SMITH

3.    APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS ON AN ADVISORY BASIS

4.    PROPOSAL TO APPROVE AN AMENDMENT OF THE COMPANY’S ARTICLES OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS

5.    PROPOSAL TO APPROVE AN AMENDMENT OF THE COMPANY’S ARTICLES OF INCORPORATION AND BYLAWS TO REPLACE THE SUPERMAJORITY VOTING REQUIREMENTS

6.    RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Voting Instructions