Ppg Industries Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect twelve named nominees to the Board to serve until the 2027 Annual Meeting.

2. 2

   Advisory Vote on Approval of the Compensation of the Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   The advisory say-on-pay proposal asks shareholders to approve, on a non-binding basis, the compensation paid to PPG’s named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its pay-for-performance philosophy that ties large portions of pay to short- and long-term performance metrics (adjusted EPS, cash flow, organic sales growth, TSR, cash flow return on capital). The Board and the Human Capital Management and Compensation Committee argue the program balances cash and equity, uses a mix of performance-based RSUs, TSR-contingent shares and options, maintains stock ownership requirements and includes safeguards (clawback policy, anti-hedging, overboarding limits). The committee notes strong prior shareholder support (≈93% in 2025) and that compensation is heavily weighted to performance; the company says executive pay is set at market median and links to measured performance outcomes. The key context: PPG missed some EPS and organic sales targets in 2025 while exceeding cash flow, resulting in variable payouts and zero TSR payouts for some cycles; management highlights improvements in cash generation, share repurchases and dividends. Shareholders should weigh alignment of pay with performance, effectiveness of metrics and governance safeguards when casting votes.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP as PPG’s independent registered public accounting firm for 2026.

4. 4

   Approval of the PPG Industries, Inc. 2026 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the 2026 Omnibus Incentive Plan and authorize 1.5 million additional shares (total 6,903,753) for equity awards to employees, consultants and directors.

   More detail

   Management asks shareholders to approve the 2026 Omnibus Incentive Plan to replenish equity award capacity and preserve equity-based compensation programs used for retention and incentive purposes. The plan would authorize 6,903,753 shares (inclusive of adjustments), include typical award types (options, RSUs, PBRSUs, TSR shares, performance awards), retain governance features such as prohibition on repricing options and no dividends on unearned RSUs, and set director award limits. The board argues approval avoids disruption to grant programs when the 2016 Plan expires, supports competitive grant practices (with an average 3-year run-rate ~0.29%), and includes customary adjustments for corporate events and change-in-control treatment. Analysts and institutional investors typically assess dilution, run rate, performance metrics, and governance safeguards when evaluating such plan approvals.

5. 5

   Shareholder Proposal to Adopt a Policy Requiring an Independent Board Chair

   Shareholder — John CheveddenBoard: AGAINST

   Shareholder proposal requesting the Board adopt a policy so that the roles of Chair and CEO are held by different individuals and the Chair is an independent director; Lead Director not a substitute.

Upcoming shareholder meetings at Ppg Industries Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Ppg Industries Inc 2026 annual meeting?

Ppg Industries Inc (PPG) holds its 2026 annual shareholder meeting on Thursday, April 16, 2026.

What is the record date for the Ppg Industries Inc 2026 meeting?

The record date for the Ppg Industries Inc 2026 meeting is Friday, February 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ppg Industries Inc's 2026 meeting?

The board is presenting 12 director nominees at the Ppg Industries Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ppg Industries Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Ppg Industries Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.