STOCK TITAN
  1. Home
  2. Sec-filings
  3. PPG
  4. [8-K] PPG INDUSTRIES INC Reports Material Event

Executive MSUs and 2026 vote outcomes at PPG Industries (NYSE: PPG)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PPG Industries, Inc. outlined new performance-based Market Stock Unit (MSU) awards for certain executive officers and reported results of its 2026 annual shareholder meeting. K. Henrik Bergstrom and Kevin Braun each received MSU awards with a target value of $1,500,000, to be converted into a target number of MSUs on May 8, 2026 using the 30-day average closing price of PPG stock.

The MSUs vest on May 8, 2029 and pay out based on absolute stock price performance over three years, with a maximum payout of 200% if stock price appreciation reaches 100%. No MSUs are earned if the stock price declines by more than 25% or if the company fails to meet at least the threshold level for its 2028 Adjusted Earnings Per Diluted Share – Continuing Operations goal. Shareholders elected 12 directors, approved say-on-pay, ratified PricewaterhouseCoopers LLP as 2026 auditor, approved the 2026 Omnibus Incentive Plan, and did not approve a proposal to require an independent board chair.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
MSU target value $1,500,000 Target value of MSU awards to Bergstrom and Braun
MSU conversion date May 8, 2026 Date target dollar value converts to target MSUs
MSU vesting date May 8, 2029 Scheduled vesting date for MSU awards
Maximum MSU payout 200% Maximum payout if 100% stock price appreciation is achieved
Stock decline threshold 25% No MSUs earned if stock price declines by more than this
Say-on-pay votes for 175,224,917 Votes for advisory approval of executive compensation
Omnibus Plan votes for 180,276,030 Votes for 2026 Omnibus Incentive Plan approval
Shares outstanding 223,798,650 Common shares issued and outstanding on record date
Market Stock Unit financial
"approved grants of performance-based Market Stock Unit awards (“MSUs”)"
Adjusted Earnings Per Diluted Share – Continuing Operations financial
"threshold level of performance for the Adjusted Earnings Per Diluted Share – Continuing Operations performance goal"
broker non-vote financial
"BROKER NON-VOTE Kathy L. Fortmann | 186,011,694 | 1,011,136 | 295,360 | 12,260,065"
independent registered public accounting firm financial
"ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Omnibus Incentive Plan financial
"The proposal to approve the PPG Industries, Inc. 2026 Omnibus Incentive Plan was approved"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
Understanding 8-K Material Events →
0000079879false00000798792026-04-152026-04-150000079879us-gaap:CommonStockMember2026-04-152026-04-150000079879ppg:A1.400Notesdue2027Member2026-04-152026-04-150000079879ppg:A2750NotesDue2029Member2026-04-152026-04-150000079879ppg:A3.250NotesDue2032Member2026-04-152026-04-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 15, 2026
PPG INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Pennsylvania001-168725-0730780
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
One PPG Place, Pittsburgh, Pennsylvania, 15272
(Address of Principal Executive Offices, and Zip Code)
(412) 434-3131
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.66 2/3
PPGNew York Stock Exchange
1.400% Notes due 2027PPG 27New York Stock Exchange
2.750% Notes due 2029PPG 29ANew York Stock Exchange
3.250% Notes due 2032PPG 32New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
    Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 15, 2026, the Human Capital Management and Compensation Committee (the “Committee”) of the Board of Directors of PPG Industries, Inc. (the “Company”) approved grants of performance-based Market Stock Unit awards (“MSUs”) to certain of the Company’s executive officers, including K. Henrik Bergstrom and Kevin Braun. Timothy Knavish and Vincent Morales, the Company’s Chairman and Chief Executive Officer and retiring Senior Vice President and Chief Financial Officer, respectively, did not receive MSU awards.
The MSUs are designed to further align the interests of the Company’s executives with those of its shareholders by incentivizing stock performance, a significant measure of the Company’s success over the long term. The awards also ensure that these executive officers remain focused on aligning the Company’s enterprise growth strategy with its market performance over the next three years.
The MSUs awarded to Messrs. Bergstrom and Braun have a target value of $1,500,000. The target dollar value of the MSU awards will be converted to target number of MSUs on May 8, 2026 using the 30-day average closing price of PPG stock for the 30 days preceding May 8, 2026 (the “Target Price”). The MSUs awarded to the Company’s executive officers vest on May 8, 2029, and their value upon vesting is based on absolute stock price appreciation or depreciation over the performance period. Each 1% increase or decrease in stock price above or below the Target Price results in a 1% increase or decrease in the number of MSUs earned at the end of the three-year performance period, with a maximum payout of 200% if 100% stock price appreciation is achieved. No MSUs will be earned if the Company’s stock price has declined by more than 25% at the end of the performance period or if the Company has not achieved at least the threshold level of performance for the Adjusted Earnings Per Diluted Share – Continuing Operations performance goal established under the Company’s annual incentive plan for the fiscal year ending December 31, 2028. On the vesting date, each participant will receive the number of shares of PPG stock equal to the number of MSUs earned at the end of the three-year performance period.
The Committee approved the MSU awards following a comprehensive review of performance-based, long-term award vehicles, including relevant industry and peer group benchmarking data, conducted with the Committee’s independent compensation consultant to retain the talent required to execute the Company’s enterprise growth strategy and directly align pay opportunities with our shareholders.
Vesting of MSU awards is subject to the applicable recipient’s continued employment with the Company on the vesting date, and the MSUs will terminate without vesting if the recipient fails to be employed by the Company prior to the vesting date. MSUs may vest in the event of death or disability.
The foregoing description of the MSUs does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Market Stock Unit Award Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
At its 2026 Annual Meeting of Shareholders on April 16, 2026, the shareholders of PPG Industries, Inc. voted on the following matters:

1.The 12 nominees for director were elected to serve until the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified as follows:
FORAGAINSTABSTAINBROKER NON-VOTE
Kathy L. Fortmann186,011,6941,011,136295,36012,260,065


Melanie L. Healey182,849,2384,182,603286,34912,260,065
Gary R. Heminger180,217,1086,761,160339,92212,260,065
Timothy M. Knavish179,355,6257,161,591800,97412,260,065
Michael W. Lamach182,440,9414,550,551326,69812,260,065
Kathleen A. Ligocki183,482,8763,419,856415,45812,260,065
Michael T. Nally185,783,1701,226,284308,73612,260,065
Guillermo Novo182,372,9234,626,415318,85212,260,065
Christopher N. Roberts, III185,776,5491,176,353365,28812,260,065
Todd M. Schneider185,511,4241,454,197352,56912,260,065
Catherine R. Smith170,903,35415,994,919419,91712,260,065
Leon J. Topalian185,251,8591,694,954371,37712,260,065

2. The proposal to approve the compensation of the Company’s named executive officers on an advisory basis was approved as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
175,224,91711,362,693730,58012,260,065

3. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 was approved as follows:
Votes ForVotes AgainstVotes Abstained
196,777,0162,568,192233,047

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

4. The proposal to approve the PPG Industries, Inc. 2026 Omnibus Incentive Plan was approved as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
180,276,0306,358,364683,79612,260,065

5. The shareholder proposal to adopt a policy requiring an independent board chair was not approved as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
59,695,284126,745,338877,56812,260,065

As of the record date of the 2026 Annual Meeting, 223,798,650 shares of the Company’s common stock were issued and outstanding.

Item 9.01Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this Report.
Exhibit Number
Description
10.1
Form of Market Stock Unit Award Agreement
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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)
Date: April 21, 2026By:/s/ Timothy M. Knavish
Timothy M. Knavish
Chairman and Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What executive MSU awards did PPG (PPG) approve in April 2026?

PPG approved performance-based Market Stock Unit awards for certain executive officers, including K. Henrik Bergstrom and Kevin Braun, each with a $1,500,000 target value. Units convert on May 8, 2026 using a 30‑day average stock price and vest on May 8, 2029.

How is PPG (PPG) MSU payout determined for executive officers?

The MSU payout depends on absolute stock price performance versus the Target Price over three years. Each 1% stock move changes units earned by 1%, up to 200% at 100% stock appreciation, with no payout if price falls over 25% or EPS goals are not met.

What performance condition besides stock price applies to PPG (PPG) MSUs?

In addition to stock price performance, PPG must achieve at least the threshold level for its Adjusted Earnings Per Diluted Share – Continuing Operations performance goal for fiscal year ending December 31, 2028. Failure to reach this threshold means no MSUs will be earned.

How did PPG (PPG) shareholders vote on executive compensation in 2026?

Shareholders approved PPG’s advisory vote on named executive officer compensation with 175,224,917 votes for, 11,362,693 against, and 730,580 abstentions. There were 12,260,065 broker non‑votes reported for this say‑on‑pay proposal.

Did PPG (PPG) shareholders approve the 2026 Omnibus Incentive Plan?

Yes. Shareholders approved the PPG Industries, Inc. 2026 Omnibus Incentive Plan with 180,276,030 votes for, 6,358,364 against, and 683,796 abstentions. There were 12,260,065 broker non‑votes recorded for this incentive plan proposal.

What was the outcome of PPG (PPG) proposal for an independent board chair?

The shareholder proposal to require an independent board chair was not approved. Votes totaled 59,695,284 for, 126,745,338 against, and 877,568 abstentions, with 12,260,065 broker non‑votes reported for this governance proposal.

How many PPG (PPG) shares were outstanding for the 2026 annual meeting?

As of the record date for the 2026 annual meeting, PPG had 223,798,650 shares of common stock issued and outstanding. This share count determined shareholder eligibility and voting power for the director elections and all proposals presented.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents