01—Abstract
Summary
Summary of the 8-K filed January 22, 2024. Cited figures are marked; the original filing is the authoritative source.
PPG Industries, Inc. filed this Current Report on Form 8-K on January 22, 2024 to disclose amendments to its Amended and Restated Bylaws, which the Board of Directors approved on January 18, 2024, effective immediately.
The filing reports governance and procedural changes only; it does not report financial results, financial statements, or any transaction. The main shareholder-related change is new language referencing a right of shareholders to call a special meeting. That language becomes effective only if shareholders approve a related amendment to PPG's Articles of Incorporation at the Company's 2024 Annual Meeting of Shareholders, under which holders of a combined 25 percent of outstanding voting power could call a special meeting.
Other bylaw changes allow notice of adjournment of a virtual shareholder meeting to be given by filing with the Securities and Exchange Commission when it cannot be given during the meeting, and limit the required list of registered shareholders to be provided to the judges of election rather than to all shareholders in attendance. The Board also clarified the authority of appointed Vice Presidents to sign certain enumerated documents, and revised Section 8.4 to conform to recent Pennsylvania Business Corporation Law amendments and to require that claims under the Securities Act of 1933 be brought only in federal court.
The filing notes various conforming, technical and non-substantive changes. The complete bylaws are attached as Exhibit 3.1.
02—Key points
Key Highlights
- Board of Directors approved amendments to the Amended and Restated Bylaws on January 18, 2024, effective immediately.
- New bylaw language references a shareholder right to call a special meeting, effective only if shareholders approve a related Articles of Incorporation amendment at the 2024 Annual Meeting.
- Proposed special meeting threshold is shareholders holding a combined 25 percent of outstanding voting power.
- Virtual shareholder meetings may give notice of adjournment by filing with the Securities and Exchange Commission if notice cannot be given during the meeting.
- Required list of registered shareholders is now provided only to the judges of election, not to all shareholders in attendance.
- Section 8.4 was amended to conform to Pennsylvania Business Corporation Law and requires Securities Act of 1933 claims to be brought only in federal court.
- Filing contains no financial statements or results; the full bylaws are filed as Exhibit 3.1.
03—Questions
Frequently Asked Questions
What did PPG Industries change in its bylaws?
The Board approved amendments covering shareholder special meeting language, virtual meeting adjournment notices, the shareholder list procedure, the authority of Vice Presidents to sign certain documents, Section 8.4 on claims and Pennsylvania law conformity, and various technical changes.
When does the shareholder special meeting right take effect?
The special meeting language is effective only if shareholders approve a related amendment to PPG's Articles of Incorporation at the Company's 2024 Annual Meeting of Shareholders.
What ownership threshold would allow shareholders to call a special meeting?
Under the proposed Articles amendment referenced in the filing, shareholders holding a combined 25 percent of the Company's outstanding voting power could call a special meeting.
Where must Securities Act of 1933 claims be brought under the amended bylaws?
Under amended Section 8.4, claims arising under the Securities Act of 1933, as amended, must be brought only in federal court.
Does this filing report financial results?
No. The filing is limited to Item 5.03 on bylaw amendments and Item 9.01 listing Exhibit 3.1, the Amended and Restated Bylaws, and Exhibit 104, the cover page interactive data file.
04—Continue