Close

Form 8-K PPG INDUSTRIES INC For: Jul 21

July 22, 2016 11:00 AM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2016
 
PPG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Pennsylvania
 
001-1687
 
25-0730780
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
One PPG Place, Pittsburgh, Pennsylvania
 
 
 
15272
(Address of principal executive offices)
 
 
 
(Zip Code)
 
 
 
 
 
 
 
(412) 434-3131
 
 
 
 
(Registrant’s telephone number, including area code)
 
 
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.02
 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Transition
On July 21, 2016, the Board of Directors of PPG Industries, Inc. (the “Company”) elected Michael H. McGarry as Chairman and Chief Executive Officer, effective September 1, 2016.
Mr. McGarry became President and Chief Executive Officer on September 1, 2015. He previously served as President and Chief Operating Officer of the Company from March 1, 2015 to September 1, 2015, as Chief Operating Officer from August 2014 through February 2015, as Executive Vice President from September 2012 through July 2014 and as Senior Vice President, Commodity Chemicals from July 2008 through August 2012. Mr. McGarry is also a director of Axiall Corporation.
Also on July 21, 2016, Charles E. Bunch announced to the Board of Directors his intention to retire as Executive Chairman and as a director of the Company, effective September 1, 2016. Mr. Bunch became Executive Chairman on September 1, 2015. He previously served as Chairman and Chief Executive Officer of the Company from July 2005 to August 2015.
A press release reporting Mr. McGarry’s election and Mr. Bunch’s retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Director Election
In addition on July 21, 2016, the Board of Directors of the Company elected Melanie L. Healey as a director of the Company to serve in the class whose term expires at the Annual Meeting of Shareholders in 2017. The Board of Directors also appointed Ms. Healey to the Audit Committee and the Technology and Environment Committee.
As an independent director of PPG, Ms. Healey will be entitled to receive compensation consistent with that of PPG’s other independent directors who are not employees of PPG, as described in PPG’s definitive proxy statement filed with the Securities and Exchange Commission on March 10, 2016 under the caption “Compensation of Directors,” which portion of such proxy statement is incorporated herein by reference.
Ms. Healey is a former Group President, North America of The Procter & Gamble Company (“P&G”). In 2015, PPG sold approximately $2,800,000 of products and services to P&G. Through June 30, 2016, PPG has sold approximately $1,200,000 of products and services to P&G. Such purchases and sales were made in the ordinary course of each company’s business and amount to less than two percent of each company’s consolidated gross revenues for 2015 and 2016 through June.
Ms. Healey was not selected as a director of PPG pursuant to any arrangement or understanding between Ms. Healey and any other person or entity.
A press release reporting Ms. Healey’s election is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 8.01
 
Other Events.
On July 21, 2016, PPG Industries, Inc. issued the press release attached hereto as Exhibit 99.3, which is incorporated herein by reference.






Item 9.01
 
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
 
Description
99.1
 
Press release of PPG Industries, Inc. dated July 21, 2016 regarding Mr. Bunch’s retirement and Mr. McGarry’s election.
99.2
 
Press release of PPG Industries, Inc. dated July 21, 2016 regarding Ms. Healey’s election.
99.3
 
Press release of PPG Industries, Inc. dated July 21, 2016 regarding the sale of PPG’s flat glass business.








SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
PPG INDUSTRIES, INC.
 
 
(Registrant)
 
 
 
Date: July 22, 2016
 
/s/ Michael H. McGarry
 
 
Michael H. McGarry
 
 
President and Chief Executive Officer
 
 
 

                        



Exhibit 99.1


News
PPG Media Contact:
Mark Silvey
Corporate Communications
412-434-3046

PPG Investor Contact:
Scott Minder
Investor Relations
412-434-3466
www.ppg.com/investor

Bunch to retire as PPG executive chairman, CEO McGarry elected to succeed

PITTSBURGH, July 21, 2016 - PPG today announced that Charles E. Bunch will retire Sept. 1 as executive chairman of the PPG board of directors after 37 years with the company. PPG President and Chief Executive Officer Michael H. McGarry will become chairman and CEO effective the same day.

Under Bunch’s leadership, PPG accelerated its business transformation, becoming the world’s leading paints and coatings company through strategic actions that focused its business portfolio, and that expanded and strengthened its international presence. During his tenure as chairman and CEO, PPG made more than 30 acquisitions and delivered extraordinary growth and record financial performance.

“On behalf of the PPG board of directors, we want to recognize Chuck’s outstanding leadership and strategic vision in guiding PPG through one of the most important and impactful time periods in its 133-year history,” said Hugh Grant, PPG independent lead director and chairman and CEO of Monsanto Company. “Chuck’s leadership has strengthened PPG’s position and set the company on a solid path for future growth and success. We thank him for his many contributions and wish him the very best.”

Bunch, 66, has served as executive chairman of the PPG board of directors since September 2015. He served as PPG chairman and CEO from July 2005 to August 2015. Since joining PPG in 1979, Bunch held many important leadership positions throughout the company. In July 2002, he was named president, chief operating officer and board member, and in March 2005, he became president and CEO. A native of Philadelphia, Bunch earned a degree in international affairs from Georgetown University and an MBA from the Harvard University Graduate School of Business Administration.

McGarry, 58, has served as PPG president and CEO since September 2015. During his 35 years with PPG, he has served in a variety of key business and functional leadership roles in the United States, Europe and Asia. In recent years, he helped lead several strategic actions that have transformed PPG’s business portfolio. A native of New Orleans, McGarry is a mechanical engineering graduate of the University of Texas and completed the Advanced Management Program at Harvard Business School.

PPG: WE PROTECT AND BEAUTIFY THE WORLD
At PPG (NYSE: PPG), we work every day to develop and deliver the paints, coatings and materials that our customers have trusted for more than 130 years. Through dedication and creativity, we solve our customers’ biggest challenges, collaborating closely to find the right path forward. With headquarters in Pittsburgh, we operate and innovate in more than 70 countries and reported net sales of $15.3 billion in 2015. We serve customers in construction, consumer products, industrial and transportation markets and aftermarkets. To learn more, visit www.ppg.com.
We protect and beautify the world is a trademark and the PPG Logo is a registered trademark of PPG Industries Ohio, Inc.


Exhibit 99.2


News
PPG Media Contact:
Mark Silvey
Corporate Communications
412-434-3046

PPG Investor Contact:
Scott Minder
Investor Relations
412-434-3466
www.ppg.com/investor


Healey joins PPG board of directors

PITTSBURGH, July 21, 2016 - PPG (NYSE: PPG) today announced that Melanie Healey, former group president, North America, The Procter & Gamble Company (P&G), has been elected to join its board of directors, effective immediately. She will serve on the PPG board’s audit committee and its technology and environment committee.

Healey worked in the consumer goods industry for 32 years with S.C. Johnson & Sons, Johnson & Johnson and P&G. She joined P&G, a leading global provider of branded consumer packaged goods, in 1990 in Brazil. Healey advanced through various leadership roles in Brazil, Mexico, Venezuela and the U.S. to eventually become group president, North America, in 2009 and then group president and advisor to the chairman and chief executive in 2015.

“Melanie’s proven leadership and broad knowledge of the consumer products industry will add a unique perspective and valuable depth to our board, as PPG continues to strengthen our brand and grow our business,” said Charles E. Bunch, PPG executive chairman of the board.

Healey also serves on the boards of Target Corporation and Verizon Communications Inc., and she served as a trustee on the University of Richmond board from 2009 to 2013.


PPG: WE PROTECT AND BEAUTIFY THE WORLD
At PPG (NYSE: PPG), we work every day to develop and deliver the paints, coatings and materials that our customers have trusted for more than 130 years. Through dedication and creativity, we solve our customers’ biggest challenges, collaborating closely to find the right path forward. With headquarters in Pittsburgh, we operate and innovate in more than 70 countries and reported net sales of $15.3 billion in 2015. We serve customers in construction, consumer products, industrial and transportation markets and aftermarkets. To learn more, visit www.ppg.com.


We protect and beautify the world is a trademark and the PPG Logo is a registered trademark of PPG Industries Ohio, Inc.


Exhibit 99.3



News
PPG Media Contact:
Mark Silvey
Corporate Communications
412-434-3046

PPG Investor Contact:
Scott Minder
Investor Relations
412-434-3466
www.ppg.com/investor

PPG reaches agreement with Vitro for sale of flat glass operations

PITTSBURGH, July 21, 2016 - PPG (NYSE: PPG) today announced that it has reached a definitive agreement to sell the assets of its flat glass manufacturing and glass coatings operations to Vitro S.A.B. de C.V., a leading producer of flat glass and specialty products. The transaction is expected to close by the end of 2016, subject to customary closing conditions.

Under the terms of the agreement, PPG will divest its entire flat glass manufacturing and glass coatings operations, including production sites located in Fresno, California; Salem, Oregon; Carlisle, Pennsylvania; and Wichita Falls, Texas; four distribution/fabrication facilities located across Canada; and a research-and-development center located in Harmar, Pennsylvania, near Pittsburgh. PPG’s flat glass business includes approximately 1,200 employees. The business manufactures glass that is fabricated into products used primarily in commercial and residential construction.

“This transaction represents the end of an historic era for PPG as a manufacturer of flat glass, and it is another major step in our portfolio transformation to focus on paints, coatings and specialty materials,” said Michael H. McGarry, PPG president and chief executive officer. “Upon completion of this transaction, the flat glass operations will become part of a company that is focused on growing its core glass business.”

PPG will receive approximately $750 million in gross cash proceeds. Upon completion of this transaction and PPG’s recently announced transaction to divest its European fiber glass operations, approximately 98 percent of PPG’s business portfolio will be focused on paints, coatings and specialty materials.


PPG: WE PROTECT AND BEAUTIFY THE WORLD™
At PPG (NYSE: PPG), we work every day to develop and deliver the paints, coatings and materials that our customers have trusted for more than 130 years. Through dedication and creativity, we solve our customers’ biggest challenges, collaborating closely to find the right path forward. With headquarters in Pittsburgh, we operate and innovate in more than 70 countries and reported net sales of $15.3 billion in 2015. We serve customers in construction, consumer products, industrial and transportation markets and aftermarkets. To learn more, visit www.ppg.com.

Forward-Looking Statements
Statements in this news release relating to matters that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 reflecting the company’s current view with respect to future events or objectives and financial or operational performance or results. The forward-looking statements contained herein include statements relating to the timing of and expected cash proceeds to PPG from of the sale of PPG’s flat glass business. Actual events may differ materially from current expectations and are




subject to a number of risks and uncertainties, including the satisfaction of the conditions of the transaction and other risks related to completion of the transaction and actions related thereto; the parties’ ability to complete the transaction on the anticipated terms and schedule, including the ability to obtain regulatory approvals, the amount of the net cash proceeds to PPG, and the other risks and uncertainties discussed in PPG’s periodic reports on Form 10-K and Form 10-Q and its current reports on Form 8-K filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of their initial issuance, and PPG does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

We protect and beautify the world is a trademark and the PPG Logo is a registered trademark of PPG Industries Ohio, Inc.






Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings