PPG Industries Inc.

04/23/2024 | Press release | Distributed by Public on 04/23/2024 14:35

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
PPG Industries, Inc. (the "Company") held its 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting") on April 18, 2024. At the 2024 Annual Meeting, the Company's shareholders approved a proposal to amend the Company's Articles of Incorporation to provide shareholders with the right to call a special meeting (the "Special Meeting Proposal") and approved a proposal to amend the Company's Articles of Incorporation to provide for the exculpation of officers of the Company (the "Officer Exculpation Proposal"), as further described under Item 5.07 below.

As a result of the shareholders' approval of the Special Meeting Proposal and the Officer Exculpation Proposal, effective April 19, 2024, the Company amended its Articles of Incorporation as follows:

•Article Fifth, Section 5.5 was amended to provide that a special meeting of shareholders may be called by shareholders entitled to cast 25% or more of the votes that all shareholders would be entitled to cast at the meeting; and

•Article Ninth was added to the Articles of Incorporation to provide that to the fullest extent of the laws of the Commonwealth of Pennsylvania, as in effect on January 4, 2023, or as thereafter amended, permit the elimination or limitation of the liability of officers, no officer of the Company shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as an officer, other than in the case of any breach of performance of duty or any failure of performance of duty by any officer occurring prior to April 19, 2024.

The foregoing summaries of the amendments to the Articles of Incorporation do not purport to be complete and are qualified in their entirety by reference to the Articles of Amendment to the Restated Articles of Incorporation, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.