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PPG Industries 8-K Report, Executive Changes (Apr 21, 2025)

Reports
Leadership Changes·Exhibits & Filings
Filing Date
Filed April 21, 2025
Period End
April 17, 2025
Security
PPG
In the record · 2016–202610-K1210-Q338-K141

PPG filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 141 current reports (8-K) between 2016 and 2026.

  1. Restatement8-K · Jun ’18Jun ’18
  2. Restructuring8-K · Jun ’20Jun ’20
  3. Material agreement8-K · May ’22May ’22
  4. Leadership change8-K · Apr ’26Apr ’26

01—Abstract

Summary

Summary of the 8-K filed April 21, 2025. Cited figures are marked; the original filing is the authoritative source.

PPG Industries, Inc. filed an 8-K reporting that its Board of Directors elected Leon J.

Topalian as a director on April 17, 2025, effective July 16, 2025. Mr. Topalian is Chair, President and Chief Executive Officer of Nucor Corporation. He will serve in the class of directors whose term expires at the 2026 Annual Meeting of Shareholders and will sit on the Audit Committee and the Sustainability and Innovation Committee.

As an independent director, he will receive compensation consistent with the company's other non-employee independent directors, as described in the March 6, 2025 proxy statement. The filing also discloses commercial dealings between PPG and Nucor. In 2024, PPG sold approximately $3,167,000a of products and services to Nucor and purchased approximately $1,288,000 from Nucor.

In the first fiscal quarter of 2025, PPG sold approximately $917,000b to Nucor and purchased approximately $246,000 from Nucor. The filing states these transactions were made in the ordinary course of business and were less than one percent of each company's consolidated gross revenues for fiscal year 2024 and for the first quarter of 2025. Mr. Topalian was not selected under any arrangement or understanding with another person or entity.

The filing's Exhibit 99 is a press release dated April 21, 2025 announcing the board appointment. The release describes Mr. Topalian's career at Nucor, including his service as chair since 2022 and as president and chief executive officer since 2020. PPG describes itself as reporting net sales of $15.8 billionc in 2024.

02—Key points

Key Highlights

  1. Leon J. Topalian, Chair, President and CEO of Nucor Corporation, was elected to PPG's Board of Directors on April 17, 2025, effective July 16, 2025.
  2. Mr. Topalian joins the Audit Committee and the Sustainability and Innovation Committee and will serve in the class with a term expiring at the 2026 Annual Meeting of Shareholders.
  3. He will receive compensation consistent with PPG's other non-employee independent directors, per the March 6, 2025 proxy statement.
  4. PPG sold approximately $3,167,000 of products and services to Nucor in 2024 and purchased approximately $1,288,000 from Nucor.
  5. In the first fiscal quarter of 2025, PPG sold approximately $917,000 to Nucor and purchased approximately $246,000 from Nucor.
  6. The company states these related-party dealings were in the ordinary course and less than one percent of each company's consolidated gross revenues for fiscal 2024 and Q1 2025.
  7. PPG reported net sales of $15.8 billion in 2024, according to the accompanying press release.

03—Questions

Frequently Asked Questions

  1. Who is the new PPG director and when does the appointment take effect?

    Leon J. Topalian, Chair, President and Chief Executive Officer of Nucor Corporation, was elected by the Board on April 17, 2025. His election is effective July 16, 2025.

  2. What board committees will the new director serve on?

    Mr. Topalian was appointed to the Audit Committee and the Sustainability and Innovation Committee of PPG's Board of Directors.

  3. Does PPG do business with Nucor, and how material is it?

    Yes. PPG sold approximately $3,167,000 of products and services to Nucor and purchased approximately $1,288,000 from Nucor in 2024. In the first quarter of 2025, sales to Nucor were approximately $917,000 and purchases were approximately $246,000. The filing states these were ordinary-course transactions representing less than one percent of each company's consolidated gross revenues for fiscal 2024 and the first quarter of 2025.

  4. How will the new director be compensated?

    As an independent director who is not a company employee, Mr. Topalian will receive compensation consistent with PPG's other independent non-employee directors. The filing refers to the 'Compensation of Directors' section of the proxy statement filed March 6, 2025, which is incorporated by reference.

  5. Was Mr. Topalian selected through any special arrangement?

    No. The filing states that Mr. Topalian was not selected as a director pursuant to any arrangement or understanding between him and any other person or entity.

04—Continue

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