PPG PPG Industries Inc

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Filed by a Party other than the Registrant  ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

PPG Industries, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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To vote your PPG Industries, Inc. shares, you can attend the PPG Industries, Inc. Virtual Annual Meeting of Shareholders online and vote during the meeting or you can:

You will be able to vote until 11:59 p.m.

Eastern Time, on April 17, 2024.

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WHEN

April 18, 2024 at 11:00 a.m. Eastern Time

WHERE

This year’s meeting will be a virtual shareholders meeting held via the Internet at https://www.cesonlineservices.com/ppg24_vm. There will be no physical location for in-person attendance at the Annual Meeting.

WHAT

1.

To elect as directors the four named nominees to serve in a class whose term expires in 2025;

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2.

To vote on a nonbinding resolution to approve the compensation of the Company’s named executive officers on an advisory basis;

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3.

To vote on an amendment to the Company’s Articles of Incorporation to provide shareholders with the right to call a special meeting;

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4.

To vote on an amendment to the Company’s Articles of Incorporation to provide for the exculpation of officers of the Company;

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5.

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024; and

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6.

To transact any other business that may properly come before the meeting.

RECORD DATE

February 16, 2024

ANNUAL MEETING
ADMISSION

To attend the virtual Annual Meeting, please follow the instructions at:

https://www.cesonlineservices.com/ppg24_vm

You will not be able to attend the Annual Meeting in person. If you plan to participate in the virtual meeting, you will need to pre-register by 5:00 p.m. Eastern Time on April 17, 2024. To pre-register for the meeting, please follow the instructions provided under the General Matters section found in the accompanying Proxy Statement. Shareholders may only participate online and must pre-register to vote and ask questions at the virtual meeting.

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Joseph R. Gette
Vice President, Deputy General Counsel and Secretary

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March 7, 2024

Your Vote Counts! PPG INDUSTRIES, INC. 2024 Annual Meeting Vote by April 17, 2024 11 :59 PM ET You invested in PPG INDUSTRIES, INC. and it's time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on April 18, 2024. Get informed before you vote View the Annual Report, Notice & Proxy Statement on line OR you can receive a free paper or email copy of the material(s) by requesting prior to April 04, 2024. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Smartphone users Point your camera here and ~I vote without entering a number Vote in Person at the Meeting* April 18, 2024 11 :00 AM EDT https://www.cesonolineservices.com/ppg24_vm *If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.ProxyVote.com or request a paper copy of the materials, which will contain the appropriate instructions. Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items 1 . Election of Directors Nominees: 1 .1 Michael W. Lamach 1.2 Martin H. Richenhagen 1.3 Christopher N. Roberts 1.4 Catherine R. Smith PPG INDUSTRIES, INC. 2024 Annual Meeting Vote by April 17, 2024 11:59PMET 2. Approve the compensation of the Company's named executive officers on an advisory basis 3. Proposal to approve an amendment to the Company's Articles of Incorporation to provide shareholders with the right to call a special meeting 4 Proposal to approve an amendment to the Company's Articles of Incorporation to provide for the exculpation of officers of the Company 5 Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024 NOTE: Such other business as may properly come before the meeting or any adjournment thereof Board Recommends 0 For 0 For 0 For 0 For 0 For 0 For 0 For 0 For