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
makes a similar move,
Other recent filings from the company include the following:
- April 22, 2016
- April 22, 2016
- April 22, 2016
- April 22, 2016