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Meet the Board
2022 Proxy Statement
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Sustainability, Culture and Human Rights
- Our Culture
- Our Communities
- 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 2025
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 on Setting Target Amounts for CEO Compensation
Corporate Governance
Our Governance Highlights
Board Composition, Refreshment and Diversity
Director Independence
Board Leadership Structure
Shareholder Engagement
The Board's Role in ESG
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
Audit Committee Report to Shareholders
Nominating and Governance Committee
Director Candidates
Shareholder Recommendations or Nominations for Director and Proxy Access
Human Capital Management and Compensation Committee
Independent Compensation Consultant to the Human Capital Management and Compensation Committee
Human Capital Management and Compensation Committee Report to Shareholders
Compensation Program Design Mitigates Risk
Compensation Committee Interlocks and Insider Participation
Sustainability and Innovation Committee
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
- How Did We Perform?
- How Do We Determine Compensation?
- How Do We Address Risk?
- How Do We Pay Our Executives?
- Why You Should Approve Our Say-on-Pay?
Compensation of Executive Officers
- Summary Compensation Table (2019 - 2021)
- All Other Compensation Table (2021)
- Grants of Plan Based Awards (2021)
- Outstanding Equity Awards at Fiscal Year-End (2021)
- Option Exercises and Stock Vested (2021)
- Pension Benefits Table (2021)
- Non-Qualified Deferred Compensation Table (2021)
- Potential Payments Upon Termination or Change in Control
- Pay Ratio
Additional Information
Equity Compensation Plan Information
Beneficial Ownership
Delinquent Section 16(a) Reports
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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2022 Proxy Statement
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Meet the Board
2022 Proxy Statement
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Sustainability, Culture and Human Rights
- Our Culture
- Our Communities
- 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 2025
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 on Setting Target Amounts for CEO Compensation
Corporate Governance
Our Governance Highlights
Board Composition, Refreshment and Diversity
Director Independence
Board Leadership Structure
Shareholder Engagement
The Board's Role in ESG
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
Audit Committee Report to Shareholders
Nominating and Governance Committee
Director Candidates
Shareholder Recommendations or Nominations for Director and Proxy Access
Human Capital Management and Compensation Committee
Independent Compensation Consultant to the Human Capital Management and Compensation Committee
Human Capital Management and Compensation Committee Report to Shareholders
Compensation Program Design Mitigates Risk
Compensation Committee Interlocks and Insider Participation
Sustainability and Innovation Committee
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
- How Did We Perform?
- How Do We Determine Compensation?
- How Do We Address Risk?
- How Do We Pay Our Executives?
- Why You Should Approve Our Say-on-Pay?
Compensation of Executive Officers
- Summary Compensation Table (2019 - 2021)
- All Other Compensation Table (2021)
- Grants of Plan Based Awards (2021)
- Outstanding Equity Awards at Fiscal Year-End (2021)
- Option Exercises and Stock Vested (2021)
- Pension Benefits Table (2021)
- Non-Qualified Deferred Compensation Table (2021)
- Potential Payments Upon Termination or Change in Control
- Pay Ratio
Additional Information
Equity Compensation Plan Information
Beneficial Ownership
Delinquent Section 16(a) Reports
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
2022 Proxy Statement
2022 Proxy Statement
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Sustainability, Culture and Human Rights
- Our Culture
- Our Communities
- 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 2025
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 on Setting Target Amounts for CEO Compensation
Corporate Governance
Corporate Governance
Our Governance Highlights
Board Composition, Refreshment and Diversity
Director Independence
Board Leadership Structure
Shareholder Engagement
The Board's Role in ESG
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
Audit Committee Report to Shareholders
Nominating and Governance Committee
Director Candidates
Shareholder Recommendations or Nominations for Director and Proxy Access
Human Capital Management and Compensation Committee
Independent Compensation Consultant to the Human Capital Management and Compensation Committee
Human Capital Management and Compensation Committee Report to Shareholders
Compensation Program Design Mitigates Risk
Compensation Committee Interlocks and Insider Participation
Sustainability and Innovation Committee
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
- How Did We Perform?
- How Do We Determine Compensation?
- How Do We Address Risk?
- How Do We Pay Our Executives?
- Why You Should Approve Our Say-on-Pay?
Compensation of Executive Officers
- Summary Compensation Table (2019 - 2021)
- All Other Compensation Table (2021)
- Grants of Plan Based Awards (2021)
- Outstanding Equity Awards at Fiscal Year-End (2021)
- Option Exercises and Stock Vested (2021)
- Pension Benefits Table (2021)
- Non-Qualified Deferred Compensation Table (2021)
- Potential Payments Upon Termination or Change in Control
- Pay Ratio
Additional Information
Additional Information
Equity Compensation Plan Information
Beneficial Ownership
Delinquent Section 16(a) Reports
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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