PPG INDUSTRIES, INC. | Adopt an independent board chair at PPG INDUSTRIES, INC.

Status
Filed
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
PPG
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Materials
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. Now could be a rip [sic] time for this policy since PPG Industries stock was at $183 in 2021 and at only $98 late in 2025 despite a robust stock market. Plus unfavorable news reports regarding PPG emerged in 2025. In July 2025, PPG missed Wall Street's expectations for its second-quarter profit. This was primarily attributed to recent divestitures and softer demand in some key markets. Financial analysts noted that as of September 2025, PPG's shares had fallen 23% over the prior 52 weeks. PPG stock underperformed the broader S&P 500 index during this period. Financial reports revealed specific areas of underperformance during the second quarter of 2025. For instance, the Global Architectural Coatings segment saw a 5% decrease in net sales. The Industrial Coatings segment also experienced a 5% drop in net sales, affected by divestitures and weaker automotive manufacturing demand in the U.S. and Europe. In October 2025, analysts at Bank of America lowered their price target for PPG, citing a negative macroeconomic environment and inconsistent industrial end markets. Analyst reports from late October 2025 indicated that the market expected PPG to report a year-over-year decline in earnings for the quarter ending in September. In October 2025, a fan was critically injured after falling from an upper level at PPG Paints Arena in Pittsburgh, an incident that was covered by local news. While not related to the company's business operations, the negative publicity was connected to a venue bearing the company's name. Please vote yes: Independent Board Chairman - Proposal 5

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