PPG INDUSTRIES INC 8-K

What Happened
PPG Industries announced that on April 15, 2026 its Human Capital Management and Compensation Committee approved performance-based Market Stock Unit (MSU) awards for certain executive officers, including K. Henrik Bergstrom and Kevin Braun. Each of those MSU awards has a target dollar value of $1,500,000; the target number of MSUs will be set on May 8, 2026 using the 30‑day average closing price prior to that date (the “Target Price”). The MSUs vest on May 8, 2029 and pay out in PPG shares based on absolute stock price performance versus the Target Price (1% stock price change = 1% change in MSUs earned), with a maximum payout of 200% for 100% appreciation. No MSUs will be earned if the stock is down more than 25% at vesting or if the company fails to meet at least the threshold Adjusted Earnings Per Diluted Share – Continuing Operations performance goal for fiscal 2028. Vesting requires continued employment through the vesting date (with exceptions for death or disability). Chairman & CEO Timothy Knavish and retiring SVP & CFO Vincent Morales did not receive MSU awards. The MSU award agreement is attached as Exhibit 10.1 to the filing.

Key Details

• MSU target value: $1,500,000 each for K. Henrik Bergstrom and Kevin Braun.
• Conversion to a target number of MSUs uses the 30‑day average PPG share price ending May 8, 2026; vest date: May 8, 2029.
• Payout mechanics: +/-1% MSUs per 1% absolute stock price change; capped at 200% for 100% appreciation; zero payout if stock decline >25% or if FY2028 Adjusted EPS threshold not met.
• 2026 Annual Meeting (April 16, 2026): all 12 director nominees were elected; advisory "say‑on‑pay" approved (175,224,917 for vs. 11,362,693 against); PwC ratified as auditor (196,777,016 for); 2026 Omnibus Incentive Plan approved (180,276,030 for); shareholder proposal to require an independent board chair was rejected (59,695,284 for vs. 126,745,338 against). Shares outstanding as of the record date: 223,798,650.

Why It Matters
These MSU awards tie executive pay directly to PPG’s absolute stock performance and a fiscal‑2028 Adjusted EPS threshold, aligning leadership incentives with shareholder returns and retention over a three‑year period. For investors, the awards could lead to future share issuance if MSUs vest and convert to shares, and they provide clarity on how compensation will respond to stock moves and EPS outcomes. The annual meeting results maintain board continuity and approve the omnibus plan and auditor, while shareholders voted against requiring an independent board chair — a governance outcome some investors may note when evaluating board independence.