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Departure of Directors or Certain

Retirement of Thomas J. Usher

The Corporate Governance Guidelines of PPG Industries, Inc. (the Company) require that any director who has attained the age of 72 retire at the next annual meeting of shareholders following the directors 72nd birthday. In 2015, the Board of Directors, upon the recommendation of the Nominating and Governance Committee, waived this retirement policy for Mr.Usher until the 2016 Annual Meeting of Shareholders due to Mr.Ushers extensive knowledge and experience, his deep understanding of the Companys business and his leadership as Chairman of the Officers-Directors Compensation Committee. In accordance with the Corporate Governance Guidelines and the terms of the one-year waiver granted by the Board of Directors, Mr. Usher resigned from the Companys Board o f Directors effective at the Companys 2016 Annual Meeting of Shareholders held on April 21, 2016.

Approval of the Amended and Restated Omnibus Incentive Plan

At the Companys 2016 Annual Meeting of Shareholders, the Companys shareholders approved the amendment and restatement of the Companys Amended and Restated Omnibus Incentive Plan (the Plan). The Plan provides for the grant of a variety of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock- and cash-based awards to eligible recipients who may include employees of the Company and its subsidiaries and non-employee directors of the Company. A detailed summary of the terms of the Plan is set forth in Proposal 4 in the Companys proxy statement for its 2016 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 10, 2016 and is incorporated herein by reference. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the 2016 Annual Meeting of Shareholders, the Companys shareholders voted on the following matters:

1.

The four nominees for director were elected to serve three-year terms ending in 2019 as follows:

Nominees

Votes For

Votes Against

Broker Non-Votes

James G. Berges

183,915,599

4,589,397

32,248,164

John V. Faraci

187,020,883

1,494,506

32,248,164

Victoria F. Haynes

185,190,553

3,313,779

32,248,164

Michael H. McGarry

185,904,987

2,610,554

32,248,164

The following continuing directors did not stand for re-election at the 2016 Annual Meeting of Shareholders (the year in which each directors term expires is indicated in parenthesis): StephenF. Angel(2017), Hugh Grant(2017), Michele J. Hooper (2017), Charles E. Bunch (2018), MichaelW. Lamach (2018) and Martin H. Richenhagen (2018).

2.

The proposal to approve the compensation of the Companys named executive officers on an advisory basis was approved as follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

182,871,519

5,233,251

706,240

32,248,164

3.

The proposal to reapprove the performance goals under the Amended and Restated Omnibus Incentive Plan was approved as follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

182,140,886

5,944,459

725,665

32,248,164

4.

The proposal to amend and restate the Amended and Restated Omnibus Incentive Plan was approved as follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

182,004,000

6,067,707

739,303

32,248,164

5.

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for 2016 was approved as follows:

Votes For

Votes Against

Votes Abstained

219,942,448

836,359

280,770

There were no broker non-votes with respect to this matter.

6.

The shareholder proposal requesting that the Board of Directors adopt a policy that gives preference to share repurchases relative to cash dividends was not approved as follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

2,397,336

184,808,728

1,604,774

32,248,164

As of the record date of the 2016 Annual Meeting, 266,754,892 shares of common stock were issued and outstanding.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished as part of this Report.

Exhibit

Number

Description

10.1

PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan, dated April 21, 2016, was filed as Annex B to the Companys Definitive Proxy Statement for its 2016 Annual Meeting of Shareholders filed March10, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PPG INDUSTRIES, INC.

(Registrant)

By:

/s/ Michael H. McGarry

Michael H. McGarry

President and Chief Executive Officer

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Other recent filings from the company include the following:

PPG Industries director just picked up 1,092 shares - April 22, 2016
PPG Industries director just picked up 1,092 shares - April 22, 2016
PPG Industries director was just granted 2,306 restricted shares - April 22, 2016
PPG Industries director just picked up 1,092 shares - April 22, 2016