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PPG INDUSTRIES INC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

12/13/2021 | 08:05am EDT
Item 5.02              Departure of Directors or Certain Officers; Election 

of Directors;

                       Appointment of Certain Officers; Compensatory 

Arrangements of Certain


Effective August 1, 2021, Brian R. Williams was appointed Acting Controller and
Acting Chief Accounting Officer of PPG Industries, Inc. (the "Company"). On
December 9, 2021, Mr. Williams was appointed Vice President and Controller and
Chief Accounting Officer of the Company, effective that day. Mr. Williams joined
the Company in 2005 as Manager, Financial Reporting. He served as Director,
Financial Reporting, Coatings, from 2009 to 2011, and from 2011 to 2012 he
served as Director, Finance Transformation. He was appointed Director, Financial
Analysis, Silicas, in 2012 and Director of Finance, Specialty Chemicals and
Materials, in 2014. In 2016, Mr. Williams was named Director, Corporate Planning
and Development and was promoted to Global Director of Finance, Automotive
Refinish in 2018. Prior to joining the Company, Mr. Williams worked at Ernst &
Young as an Audit Senior Manager, and he is a certified public accountant. There
are no family relationships between Mr. Williams and any director or executive
officer of the Company that are required to be disclosed pursuant to Item 401(d)
of Regulation S-K. There are no related party transactions involving the Company
that are required to be disclosed pursuant to item 404(a) of Regulations S-K
related to Mr. Williams.
Item 5.03              Amendments to Articles of Incorporation or Bylaws; 

Change in Fiscal Year.

The Company's Board of Directors recently completed a comprehensive review of
the Board's oversight of the Company's environmental, social and governance
("ESG") programs and practices to ensure that the Board or one of its Committees
has oversight responsibility for each of the ESG programs and practices that is
significant to the Company. As a result of this review, on December 9, 2021 the
Board of Directors approved amended Corporate Governance Guidelines of the Board
of Directors and amended charters of each standing Committee of the Board of
Directors to more clearly specify the ESG programs and practices overseen by the
Board and each of its Committees. The revised Corporate Governance Guidelines
and Committee charters are available on PPG's website at
In conjunction with this review, on December 9, 2021 the Board of Directors
amended and restated the Company's Bylaws, effective immediately, as follows:
•Article I, Section 1.7 was amended to provide the Company with the ability to
hold special meetings of shareholders by means of Internet or other electronic
communications technology, consistent with how the Company may hold annual
meetings of shareholders under Article I, Section 1.1, and a corresponding
change was made to Article I, Section 1.8;
•Article III was amended to reflect a name change for two of the standing
Committees of the Board of Directors and to conform the responsibilities
descriptions for the standing Committees to the amended charters of the
•Article IV, Section 4.1 was amended to clarify the process for appointing
certain officers of the Company and to add the authority of the Executive
Committee to delegate its power to appoint certain officers to one or more
Company officers. A corresponding change was made to Article IV, Section 4.6;
•The Bylaws were revised throughout to adopt gender-neutral language, including
the adoption of the title Chair in place of Chairman.
The foregoing summary of the amendments to the Bylaws does not purport to be
complete and is qualified in its entirety by reference to the Amended and
Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number             Description
3.1                          Amended and Restated Bylaws     of PPG 

Industries, Inc., as amended on

                               Decemb    e    r 9    ,     2021    .
104                        Cover Page Interactive Data File (embedded 

within the Inline XBRL document).


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