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PPG > SEC Filings for PPG > Form 8-K on 22-Apr-2014All Recent SEC Filings

Show all filings for PPG INDUSTRIES INC

Form 8-K for PPG INDUSTRIES INC


22-Apr-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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 director's 72nd birthday. Directors Robert Mehrabian, Robert Ripp and David R. Whitwam each turned 72 before the Company's 2014 Annual Meeting of Shareholders. In


accordance with this requirement, Messrs. Mehrabian, Ripp and Whitwam each resigned from the Company's Board of Directors effective at the Company's 2014 Annual Meeting of Shareholders which was held on April 17, 2014.



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company's 2014 Annual Meeting of Shareholders was held on April 17, 2014. At the 2014 Annual Meeting of Shareholders, the Company's shareholders voted on the following matters:

1. The three nominees for director were elected to serve three-year terms ending in 2017 as follows:

Nominees            Votes For    Votes Withheld   Broker Non-Votes
Stephen F. Angel    88,726,250     5,964,259         17,967,126
Hugh Grant          89,694,608     4,995,901         17,967,126
Michele J. Hooper   88,526,881     6,163,628         17,967,126

The following directors did not stand for re-election at the 2014 Annual Meeting of Shareholders (the year in which each director's term expires is indicated in parenthesis): Charles E. Bunch (2015), Martin H. Richenhagen (2015), Thomas J. Usher (2015), James G. Berges (2016), John V. Faraci (2016) and Victoria F. Haynes (2016). As noted in Item 5.02 above, directors Robert Mehrabian, Robert Ripp and David R. Whitwam each resigned from the Company's Board of Directors effective at the 2014 Annual Meeting of Shareholders.

2. The proposal to approve the compensation of the Company's named executive officers was approved as follows:

Votes For Votes Against Votes Abstained Broker Non-Votes 90,902,977 3,212,908 574,411 17,967,126

3. By the following vote, the shareholders did not approve the proposal (which required the affirmative vote of 80 percent of the Company's outstanding shares) to amend the Company's Articles of Incorporation to replace the supermajority voting requirements:

Votes For Votes Against Votes Abstained Broker Non-Votes 93,115,686 1,132,712 442,111 17,967,126

4. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014 was approved as follows:

Votes For Votes Against Votes Abstained 106,892,894 5,441,500 323,241

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

5. The shareholder proposal requesting the adoption of a policy requiring and independent board chairman was not approved as follows:

Votes For Votes Against Votes Abstained Broker Non-Votes 21,783,331 72,396,109 510,547 17,967,126

As of the record date of the 2014 Annual Meeting, 138,675,359 shares of common stock were issued and outstanding.


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