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Meet the Board
2021 Proxy Statement
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Sustainability, Culture and Human Rights
- Our Culture
- Our Communities
- Equality and Social Justice
- Our Environment
- Human Rights
Diversity of Our Directors
Skills, Expertise and Experience of Our Directors
Proposals 1 - 6
Proposal 1: Election of Directors to Serve in a Class Whose Term Expires in 2024
Proposal 2: Advisory Vote on Approval of the Compensation of the Named Executive Officers
Proposal 3: Proposal to Amend the Articles of Incorporation to Provide for the Annual Election of Directors
- Annex B - Proposed Amendment of the Articles of Incorporation to Declassify the Board of Directors
Proposal 4: Proposal to Amend the Articles of Incorporation and Bylaws to Replace the Supermajority Voting Requirements
- Annex C - Proposed Amendment of the Articles of Incorporation to Replace the Supermajority Voting Requirements
- Annex D - Proposed Amendment of the Bylaws to Replace the Supermajority Voting Requirements
Independent Registered Public Accounting Firm
Proposal 5: Ratification of Independent Registered Public Accounting Firm
Proposal 6: Shareholder Proposal for an Independent Board Chairman
Corporate Governance
Our Governance Highlights
Board Composition, Refreshment and Diversity
Director Independence
Board Leadership Structure
Shareholder Engagement
The Board's Role in Our Sustainability and Our Culture
Board Oversight of PPG's Strategy
The Board's Role in Risk Management
Executive Succession Planning
Corporate Governance Guidelines, Board Self-Evaluation and Board Orientation
Director Resignation Policy
Review and Approval or Ratification of Transactions with Related Persons
Certain Relationships and Related Transactions
Board Meetings and Committees
Audit Committee Report to Shareholders
Director Candidates
Shareholder Recommendations or Nominations for Director and Proxy Access
Independent Compensation Consultant to the Officers-Directors Compensation Committee
Officers-Directors Compensation Committee Report to Shareholders
Compensation Program Design Mitigates Risk
Compensation Committee Interlocks and Insider Participation
Codes of Ethics
Communications with the Board
Directors Compensation
Compensation of Directors
Executive Compensation
Compensation Discussion and Analysis Roadmap
Executive Compensation Best Practices
Compensation Discussion and Analysis
- Performance
- Compensation Determination
- Risk Management
- Executive Compensation
- Say on Pay
Compensation of Executive Officers
- Summary Compensation Table (2018-2020)
- All Other Compensation Table (2020)
- Grants of Plan Based Awards (2020)
- Outstanding Equity Awards at Fiscal Year-End (2020)
- Option Exercises and Stock Vested (2020)
- Pension Benefits Table (2020)
- Non-Qualified Deferred Compensation Table (2020)
- Potential Payments Upon Termination or Change in Control
- Pay Ratio
Additional Information
Equity Compensation Plan Information
Beneficial Ownership
General Matters
Other Information
Annex A - Reconciliation of Non-GAAP Financial Measures
Annex B - Proposed Amendment of the Articles of Incorporation to Declassify the Board of Directors
Annex C - Proposed Amendment of the Articles of Incorporation to Replace the Supermajority Voting Requirements
Annex D - Proposed Amendment of the Bylaws to Replace the Supermajority Voting Requirements
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2021 Proxy Statement
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Meet the Board
2021 Proxy Statement
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Sustainability, Culture and Human Rights
- Our Culture
- Our Communities
- Equality and Social Justice
- Our Environment
- Human Rights
Diversity of Our Directors
Skills, Expertise and Experience of Our Directors
Proposals 1 - 6
Proposal 1: Election of Directors to Serve in a Class Whose Term Expires in 2024
Proposal 2: Advisory Vote on Approval of the Compensation of the Named Executive Officers
Proposal 3: Proposal to Amend the Articles of Incorporation to Provide for the Annual Election of Directors
- Annex B - Proposed Amendment of the Articles of Incorporation to Declassify the Board of Directors
Proposal 4: Proposal to Amend the Articles of Incorporation and Bylaws to Replace the Supermajority Voting Requirements
- Annex C - Proposed Amendment of the Articles of Incorporation to Replace the Supermajority Voting Requirements
- Annex D - Proposed Amendment of the Bylaws to Replace the Supermajority Voting Requirements
Independent Registered Public Accounting Firm
Proposal 5: Ratification of Independent Registered Public Accounting Firm
Proposal 6: Shareholder Proposal for an Independent Board Chairman
Corporate Governance
Our Governance Highlights
Board Composition, Refreshment and Diversity
Director Independence
Board Leadership Structure
Shareholder Engagement
The Board's Role in Our Sustainability and Our Culture
Board Oversight of PPG's Strategy
The Board's Role in Risk Management
Executive Succession Planning
Corporate Governance Guidelines, Board Self-Evaluation and Board Orientation
Director Resignation Policy
Review and Approval or Ratification of Transactions with Related Persons
Certain Relationships and Related Transactions
Board Meetings and Committees
Audit Committee Report to Shareholders
Director Candidates
Shareholder Recommendations or Nominations for Director and Proxy Access
Independent Compensation Consultant to the Officers-Directors Compensation Committee
Officers-Directors Compensation Committee Report to Shareholders
Compensation Program Design Mitigates Risk
Compensation Committee Interlocks and Insider Participation
Codes of Ethics
Communications with the Board
Directors Compensation
Compensation of Directors
Executive Compensation
Compensation Discussion and Analysis Roadmap
Executive Compensation Best Practices
Compensation Discussion and Analysis
- Performance
- Compensation Determination
- Risk Management
- Executive Compensation
- Say on Pay
Compensation of Executive Officers
- Summary Compensation Table (2018-2020)
- All Other Compensation Table (2020)
- Grants of Plan Based Awards (2020)
- Outstanding Equity Awards at Fiscal Year-End (2020)
- Option Exercises and Stock Vested (2020)
- Pension Benefits Table (2020)
- Non-Qualified Deferred Compensation Table (2020)
- Potential Payments Upon Termination or Change in Control
- Pay Ratio
Additional Information
Equity Compensation Plan Information
Beneficial Ownership
General Matters
Other Information
Annex A - Reconciliation of Non-GAAP Financial Measures
Annex B - Proposed Amendment of the Articles of Incorporation to Declassify the Board of Directors
Annex C - Proposed Amendment of the Articles of Incorporation to Replace the Supermajority Voting Requirements
Annex D - Proposed Amendment of the Bylaws to Replace the Supermajority Voting Requirements
Meet the Board
2021 Proxy Statement
2021 Proxy Statement
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Sustainability, Culture and Human Rights
- Our Culture
- Our Communities
- Equality and Social Justice
- Our Environment
- Human Rights
Diversity of Our Directors
Skills, Expertise and Experience of Our Directors
Proposals 1 - 6
Proposals 1 - 6
Proposal 1: Election of Directors to Serve in a Class Whose Term Expires in 2024
Proposal 2: Advisory Vote on Approval of the Compensation of the Named Executive Officers
Proposal 3: Proposal to Amend the Articles of Incorporation to Provide for the Annual Election of Directors
- Annex B - Proposed Amendment of the Articles of Incorporation to Declassify the Board of Directors
Proposal 4: Proposal to Amend the Articles of Incorporation and Bylaws to Replace the Supermajority Voting Requirements
- Annex C - Proposed Amendment of the Articles of Incorporation to Replace the Supermajority Voting Requirements
- Annex D - Proposed Amendment of the Bylaws to Replace the Supermajority Voting Requirements
Independent Registered Public Accounting Firm
Proposal 5: Ratification of Independent Registered Public Accounting Firm
Proposal 6: Shareholder Proposal for an Independent Board Chairman
Corporate Governance
Corporate Governance
Our Governance Highlights
Board Composition, Refreshment and Diversity
Director Independence
Board Leadership Structure
Shareholder Engagement
The Board's Role in Our Sustainability and Our Culture
Board Oversight of PPG's Strategy
The Board's Role in Risk Management
Executive Succession Planning
Corporate Governance Guidelines, Board Self-Evaluation and Board Orientation
Director Resignation Policy
Review and Approval or Ratification of Transactions with Related Persons
Certain Relationships and Related Transactions
Board Meetings and Committees
Audit Committee Report to Shareholders
Director Candidates
Shareholder Recommendations or Nominations for Director and Proxy Access
Independent Compensation Consultant to the Officers-Directors Compensation Committee
Officers-Directors Compensation Committee Report to Shareholders
Compensation Program Design Mitigates Risk
Compensation Committee Interlocks and Insider Participation
Codes of Ethics
Communications with the Board
Directors Compensation
Directors Compensation
Compensation of Directors
Executive Compensation
Executive Compensation
Compensation Discussion and Analysis Roadmap
Executive Compensation Best Practices
Compensation Discussion and Analysis
- Performance
- Compensation Determination
- Risk Management
- Executive Compensation
- Say on Pay
Compensation of Executive Officers
- Summary Compensation Table (2018-2020)
- All Other Compensation Table (2020)
- Grants of Plan Based Awards (2020)
- Outstanding Equity Awards at Fiscal Year-End (2020)
- Option Exercises and Stock Vested (2020)
- Pension Benefits Table (2020)
- Non-Qualified Deferred Compensation Table (2020)
- Potential Payments Upon Termination or Change in Control
- Pay Ratio
Additional Information
Additional Information
Equity Compensation Plan Information
Beneficial Ownership
General Matters
Other Information
Annex A - Reconciliation of Non-GAAP Financial Measures
Annex B - Proposed Amendment of the Articles of Incorporation to Declassify the Board of Directors
Annex C - Proposed Amendment of the Articles of Incorporation to Replace the Supermajority Voting Requirements
Annex D - Proposed Amendment of the Bylaws to Replace the Supermajority Voting Requirements
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