Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
OnOctober 20, 2022 , the Board of Directors ofPPG Industries, Inc. (the "Company") approved an amendment and restatement of the Company's Amended and Restated Bylaws (the "Amended and Restated Bylaws"), effective immediately. Article I of the Amended and Restated Bylaws has been amended to update the procedures and disclosure requirements for the nomination of director candidates for election at meetings of shareholders, including to require additional information in a notice of nomination submitted by a shareholder and to address the adoption by theU.S. Securities and Exchange Commission of the "universal proxy card" rules, as set forth in Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the "Universal Proxy Card Rules"). The amendments require that nominating shareholders comply with the Universal Proxy Card Rules, provide that a shareholder nominee's director candidates will be disregarded by the Company if the nominating shareholder has failed to provide evidence of its compliance with the Universal Proxy Card Rules and address the color of proxy cards reserved for use by the Company. The amendments also include various conforming, technical and non-substantive changes. The foregoing summary of the amendments to the Amended and Restated 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. The following exhibits are being filed as part of this Report. Exhibit Number
Description 3.1 Amended and Restated Bylaws ofPPG Industries ,
Inc., as amended on October
20, 2022. 104 Cover Page Interactive Data File (embedded
within the Inline XBRL document).
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