PPG Industries (PPG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 16, 2026, to be held virtually; shareholders must pre-register to participate and vote online.

• Focus on enterprise growth strategy, operational excellence, and sustainability, with investments in new manufacturing and innovation initiatives.

• 2025 financial highlights: $15.9B net sales, $1.7B adjusted net income, $1.4B returned to shareholders via dividends and buybacks.

• Board refreshment continued with two new directors, emphasizing diversity, experience, and governance.

Voting matters and shareholder proposals

• Election of 12 directors for a one-year term until 2027.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Approval of the 2026 Omnibus Incentive Plan to authorize new equity awards.

• Shareholder proposal to require an independent board chair; board recommends voting against.

Board of directors and corporate governance

• 11 of 12 directors are independent; all board committees are fully independent.

• Board diversity in gender, race, age, and professional background; average tenure 4.75 years.

• Annual board and committee self-evaluations; majority voting in uncontested elections.

• Board leadership structure includes a combined CEO/Chairman and a strong independent Lead Director.

• Shareholders have proxy access and the right to call special meetings; no poison pill or dual class structure.