Item 5.03              Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

PPG Industries, Inc. (the "Company") held its 2022 Annual Meeting of
Shareholders (the "2022 Annual Meeting") on April 21, 2022. At the 2022 Annual
Meeting, the Company's shareholders voted on a proposal to amend the Company's
Articles of Incorporation to provide for the annual election of directors (the
"Declassification Proposal") and a proposal to amend the Company's Articles of
Incorporation and Bylaws to replace the supermajority voting requirements (the
"Supermajority Voting Proposal"). As of the time of the 2022 Annual Meeting,
shareholder votes were sufficient to approve the Declassification Proposal.
However, shareholder votes were not sufficient to approve the Supermajority
Voting Proposal, which required the affirmative vote of 80 percent of the
Company's outstanding shares. In order to allow time for additional voting on
the Supermajority Voting Proposal, the 2022 Annual Meeting was adjourned only
with respect to the Supermajority Voting Proposal until May 9, 2022 (the
"Reconvened Annual Meeting").

At the Reconvened Annual Meeting, the Supermajority Voting Proposal was approved
by the Company's shareholders, as further described under Item 5.07 below, and
the Annual Meeting of Shareholders was finally adjourned.

As a result of the shareholders' approval of the Declassification Proposal and
the Supermajority Voting Proposal, effective May 13, 2022, the Company amended
its Articles of Incorporation and Bylaws as follows:

Articles of Incorporation



•Article Sixth, Section 6.1(b) was amended to provide that the directors who
were elected at the 2022 Annual Meeting will serve a three-year term until the
2025 Annual Meeting of Shareholders, the directors to be elected at the 2023
Annual Meeting of Shareholders will serve a two-year term until the 2025 Annual
Meeting of Shareholders, and the directors to be elected at the 2024 Annual
Meeting of Shareholders will serve a one-year term until the 2025 Annual Meeting
of Shareholders;

•Article Sixth, Section 6.1(c) was amended to delete the requirement to receive
the affirmative vote of 80 percent of the Company's outstanding shares to remove
a director and to delete the cumulative voting requirement;

•Article Sixth, Section 6.2 requiring the affirmative vote of 80 percent of the Company's outstanding shares to amend Article Sixth was deleted;



•Article Seventh, Section 7.1 was amended to reduce the requirement to receive
the affirmative vote of 80 percent of the Company's outstanding shares to a
requirement to receive the affirmative vote of a majority of the votes cast by
all shareholders entitled to vote, except where a higher vote is required by the
Pennsylvania Business Corporation Law;

•Article Seventh, Section 7.6 requiring the affirmative vote of 80 percent of the Company's outstanding shares to amend Article Seventh was deleted; and

•Article Eighth was amended to remove the supermajority voting requirement.

Bylaws

•Article II, Section 2.1 was amended to conform to amended Article Sixth of the Company's Articles of Incorporation, as described above; and

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•Article II, Section 2.10 and Article VI, Section 6.10 were amended to reduce
the requirement to receive the affirmative vote of 80 percent of the Company's
outstanding shares to a requirement to receive the affirmative vote of a
majority of the votes cast by all shareholders entitled to vote.

The foregoing summaries of the amendments to the Articles of Incorporation and
Bylaws do not purport to be complete and are qualified in their entirety by
reference to the Articles of Amendment to the Restated Articles of Incorporation
and the Amended and Restated Bylaws, copies of which are attached as Exhibits
3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated
herein by reference.


        Item 5.07      Submission of Matters to a Vote of Security Holders.


As described under Item 5.03 above, at the Reconvened Annual Meeting the
Company's shareholders approved the proposal (which required the affirmative
vote of 80 percent of the Company's outstanding shares) to amend the Company's
Articles of Incorporation and Bylaws to replace the supermajority voting
requirements by the following vote:

            Votes For        Votes Against       Votes Abstained       Broker Non-Votes
           189,283,016         1,790,931             798,874                  0

See the Company's Current Report on Form 8-K filed on April 27, 2022 for the voting results of the other proposals voted on at the 2022 Annual Meeting.

As of the record date of the 2022 Annual Meeting, 236,148,121 shares of common stock were issued and outstanding.




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                  Articles of Amendment to the Restated Articles of Incorporation of PPG
                           Industries, Inc., effective     May     1    3    , 2022.
        3.2                  Amended and Restated Bylaws of PPG Industries,

Inc., as amended on     May
                               1    3    , 2022.

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