How will the MSU awards pay out?

Payout depends on absolute stock price appreciation or depreciation over the three-year performance period, with each 1% change above or below the Target Price changing earned units by 1%. The maximum payout is 200% if 100% stock appreciation is achieved. No MSUs are earned if the stock declines by more than 25% or if the fiscal 2028 Adjusted EPS from Continuing Operations threshold is not met.

Did the CEO and CFO receive MSU awards?

No. The filing states that Timothy Knavish, Chairman and Chief Executive Officer, and Vincent Morales, retiring Senior Vice President and Chief Financial Officer, did not receive MSU awards.

Were shareholders' proposals and director elections approved at the annual meeting?

All 12 director nominees were elected. The say-on-pay proposal, the 2026 Omnibus Incentive Plan, and the auditor ratification were approved. The shareholder proposal for an independent board chair was not approved.

How many shares were outstanding at the annual meeting record date?

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

PPG 8-K: Leadership Changes & Shareholder Matters

01—Abstract

Summary

Summary of the 8-K filed April 21, 2026. Cited figures are marked; the original filing is the authoritative source.

PPG Industries, Inc. filed an 8-K on April 21, 2026 covering two items: executive compensation and the results of its 2026 Annual Meeting of Shareholders held April 16, 2026.

On April 15, 2026, the Human Capital Management and Compensation Committee approved performance-based Market Stock Unit (MSU) awards to certain executive officers, including K. Henrik Bergstrom and Kevin Braun, each with a target value of $1,500,000^a. Chairman and CEO Timothy Knavish and retiring Senior Vice President and CFO Vincent Morales did not receive MSU awards.

The MSUs convert to a target number of units based on the 30-day average closing price before May 8, 2026, vest on May 8, 2029, and pay out based on absolute stock price performance over the three-year period, with a maximum payout of 200%^b and no payout if the stock declines by more than 25%. Payout also requires achieving at least the threshold for the Adjusted Earnings Per Diluted Share – Continuing Operations goal for fiscal 2028, and vesting requires continued employment. At the annual meeting, shareholders elected all 12 director nominees to serve until the 2027 annual meeting.

Shareholders approved the advisory say-on-pay proposal, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and approved the PPG Industries, Inc. 2026 Omnibus Incentive Plan. A shareholder proposal requiring an independent board chair was not approved, receiving 59,695,284 votes for and 126,745,338 against. As of the record date, 223,798,650 shares of common stock were outstanding.

For investors, the filing's main forward-looking items are the structure of the new long-term incentive awards, which tie executive pay to stock price performance and adjusted EPS, and the leadership transition in the finance function as the CFO retires. The filing does not state any financial results or guidance.

02—Key points

Key Highlights

Executives Bergstrom and Braun received performance-based MSU awards with a target value of $1,500,000 each, granted April 15, 2026.
MSU payouts are based on absolute stock price change over three years, capped at 200% of target, with no payout if the stock falls more than 25%.
MSUs vest May 8, 2029, subject to continued employment, and also require meeting the threshold for the fiscal 2028 Adjusted EPS from Continuing Operations goal.
Chairman and CEO Timothy Knavish and retiring CFO Vincent Morales did not receive MSU awards.
Shareholders elected all 12 director nominees, including Timothy Knavish, to serve until the 2027 annual meeting.
Shareholders approved the advisory say-on-pay proposal, the 2026 Omnibus Incentive Plan, and the ratification of PricewaterhouseCoopers LLP as auditor for 2026.
A shareholder proposal requiring an independent board chair was not approved, with 126,745,338 votes against and 59,695,284 for.

03—Questions

Frequently Asked Questions

What new executive compensation did PPG approve?
On April 15, 2026, the Committee approved performance-based Market Stock Unit awards for certain executive officers, including K. Henrik Bergstrom and Kevin Braun, each with a target value of $1,500,000. The target number of units will be set on May 8, 2026, using the 30-day average closing price before that date.
How will the MSU awards pay out?
Payout depends on absolute stock price appreciation or depreciation over the three-year performance period, with each 1% change above or below the Target Price changing earned units by 1%. The maximum payout is 200% if 100% stock appreciation is achieved. No MSUs are earned if the stock declines by more than 25% or if the fiscal 2028 Adjusted EPS from Continuing Operations threshold is not met.
Did the CEO and CFO receive MSU awards?
No. The filing states that Timothy Knavish, Chairman and Chief Executive Officer, and Vincent Morales, retiring Senior Vice President and Chief Financial Officer, did not receive MSU awards.
Were shareholders' proposals and director elections approved at the annual meeting?
All 12 director nominees were elected. The say-on-pay proposal, the 2026 Omnibus Incentive Plan, and the auditor ratification were approved. The shareholder proposal for an independent board chair was not approved.
How many shares were outstanding at the annual meeting record date?
As of the record date of the 2026 Annual Meeting, 223,798,650 shares of PPG's common stock were issued and outstanding.

04—Continue

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