Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 19, 2018
 
PPG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
Pennsylvania
 
001-1687
 
25-0730780
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
One PPG Place, Pittsburgh, Pennsylvania
 
 
 
15272
(Address of principal executive offices)
 
 
 
(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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 5.07
 
Submission of Matters to a Vote of Security Holders.
At its 2018 Annual Meeting of Shareholders, the shareholders of PPG Industries, Inc. (the “Company”) voted on the following matters:

1.
The three nominees for director were elected to serve three-year terms ending in 2021 as follows:
Nominees
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
Victoria F. Haynes
 
181,820,104

 
3,400,976

 
281,514

 
29,178,188

Michael W. Lamach
 
183,024,536

 
2,212,087

 
265,971

 
29,178,188

Martin H. Richenhagen
 
147,229,618

 
37,998,541

 
274,435

 
29,178,188

The following continuing directors did not stand for re-election at the 2018 Annual Meeting of Shareholders (the year in which each director’s term expires is indicated in parenthesis): James G. Berges (2019), John V. Faraci (2019), Gary R. Heminger (2019), Michael H. McGarry (2019), Stephen F. Angel (2020), Hugh Grant (2020), Melanie L. Healey (2020) and Michele J. Hooper (2020).

2.
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
171,894,967
 
12,639,656
 
967,677
 
29,178,188
3.
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
184,570,148
 
621,090
 
311,356
 
29,178,188
4.
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018 was approved as follows:
Votes For
 
Votes Against
 
Votes Abstained
208,545,713
 
5,799,107
 
335,962
There were no broker non-votes with respect to this matter.

As of the record date of the 2018 Annual Meeting, 249,322,784 shares of common stock were issued and outstanding.







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 23, 2018
By:
/s/ Michael H. McGarry
 
 
Michael H. McGarry
 
 
Chairman and Chief Executive Officer