Additional Proxy Soliciting Materials (definitive) (defa14a)
March 29 2023 - 1:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant ☒ |
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Filed by a Party other than the Registrant ☐ |
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Check the appropriate box: |
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☒ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
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PPG Industries, Inc. |
(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
☒ | No fee required |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| Promoting Accountability and
Strong Corporate Governance
Practices
Track record of robust shareholder
engagement and responsiveness
Ensuring Effective,
Independent Oversight with a
Strong Lead Director in Place
Strong independent Lead Director with
broad responsibilities that are clearly
defined in our Corporate Governance
Guidelines
Commitment to Regular
Board Refreshment Ensuring
Composition In Line With Strategy
Regular refreshment provides new
perspectives and skillsets aligned with
our strategy
Focusing on PPG’s ESG
Programs and Practices
In 2021, the Board conducted a
comprehensive review of the
Company’s ESG oversight
PPG’s Board is Committed to Independent Oversight,
Delivering Value for Shareholders and Strong
Corporate Governance and ESG Practices
2
3
1
5
1. Data sourced from 2022 Spencer Stuart Board Index
1 ✓ Achieved record full-year 2022 reported net sales, driven by strong organic growth
✓ Continued focus on optimizing cost structure through simplification of supply chain and
capturing acquisition-related synergies
✓ Thoughtful capital allocation focused on maintaining strong balance sheet / liquidity,
pursuing focused M&A and continuing our legacy of returning capital through buybacks
and dividends, including 51 consecutive years of per share dividend increases
4
6.8 7.8
PPG S&P 500
Average Director Tenure (Years)
1
7 independent directors added since 2014
% of outstanding shares held
by active, institutional investors
with whom we met in 2022
Extensive Shareholder Engagement
60%
% of outstanding shares held
by institutional investors with
whom we held governance-focused meetings in 2022
45%
Board believes shareholders are best served by retaining flexibility to determine a
leadership structure, which may include an independent Board Chair when appropriate
Delivering Results
for Shareholders
The Board is actively engaged in
developing and overseeing our
strategy and execution which is
delivering results
✓ Strong Lead Director role provides robust independent Board leadership and oversight
✓ Current PPG leadership transition enabled by flexible Board leadership structure
✓ ESG programs and practices are overseen by the Board and each of its committees
resulting in PPG’s first DE&I report and Science-Based Target commitment
✓ Newly-created position of Vice President, Global Sustainability works with the
Sustainability Committee to coordinate PPG’s ESG programs
GRI SASB TCFD SDGs Best-in-Class
ESG Reporting
✓ Significant shareholder outreach to obtain the necessary votes – including adjourning the
2022 annual meeting to allow additional time for shareholders to vote
✓ As a result, eliminated supermajority voting and implemented annual director elections |
| PPG 2023 Annual Meeting of Shareholders
Proposal Roadmap
Please refer to our 2023 Proxy Statement for additional details on all voting matters;
voting inquiries can be directed to our proxy solicitor, D.F. King & Co., Inc.
Shareholders Call Toll-Free: (800) 290-6426
All Others Call: (212) 269-5550
Email: PPG@dfking.com
Proposal Board Recommendations
1. To elect as directors the five named nominees to
serve in a class whose term expires in 2025
FOR
2. To vote on a nonbinding resolution to approve the
compensation of the Company’s named executive
officers on an advisory basis
FOR
3. To vote on the frequency of future advisory votes on
executive compensation on an advisory basis
ONE YEAR
4. To ratify the appointment of PricewaterhouseCoopers
LLP as the Company’s independent registered public
accounting firm for 2023
FOR
5. To vote on a shareholder proposal to adopt a policy
requiring an independent Board chair, if properly
presented
AGAINST
PPG's Board Recommends Voting FOR Proposals 1, 2 and 4,
ONE YEAR on Proposal 3 and
AGAINST Proposal 5 to Require an Independent Board Chair
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