<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PPG INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
PPG INDUSTRIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
- --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF PPG INDUSTRIES, INC.]
PPG Industries, Inc. One PPG Place Pittsburgh, Pennsylvania 15272
March 4, 1994
DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders of PPG
Industries, Inc. to be held on Thursday, April 21, 1994, at 2:00 P.M. in The
Westin William Penn Hotel, William Penn Place, Pittsburgh, Pennsylvania. We
look forward to greeting personally those shareholders who will be able to be
present.
This booklet includes the notice of the meeting and the proxy statement,
which contains information about the business of the meeting and about your
Board of Directors and its committees. This year you are being asked to elect
four Directors and to elect Auditors for 1994.
It is important that your shares be represented at the Annual Meeting whether
or not you are able to attend personally. You are, therefore, urged to
complete, date and sign the accompanying proxy card and return it promptly in
the return envelope provided.
Sincerely yours,
/s/ JERRY E. DEMPSEY
---------------------
Jerry E. Dempsey
Chairman of the Board
<PAGE>
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1994
Notice is hereby given that the Annual Meeting of Shareholders of PPG
Industries, Inc. will be held on Thursday, April 21, 1994, at 2:00 P.M.,
prevailing time, in THE WESTIN WILLIAM PENN HOTEL, WILLIAM PENN PLACE,
PITTSBURGH, PENNSYLVANIA, for the purpose of considering and acting upon the
following:
1. The election of four Directors;
2. The election of Auditors; and
3. Such other matters as may properly come before the Meeting or any
adjournment thereof.
Only shareholders of record of the Company as of the close of business on
February 22, 1994 are entitled to notice of and to vote at the Meeting or any
adjournment thereof.
Admission to the Meeting will be by Admission Card only. If you are a
shareholder of record or a Savings Plan participant and plan to attend, you may
obtain an Admission Card by marking the box provided on the proxy and voting
instruction card. If your shares are not registered in your name, please advise
the shareholder of record (your bank, broker, etc.) that you wish to attend.
That firm will request an Admission Card for you or provide you with evidence
of your ownership that will enable you to gain admittance to the Meeting.
Edward J. Mazeski, Jr., Vice President and Secretary
Pittsburgh, Pennsylvania
March 4, 1994
<PAGE>
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS--APRIL 21, 1994
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Voting Securities.......................................................... 2
Election of Directors...................................................... 4
Committees of the Board.................................................. 7
Compensation of Directors................................................ 9
Other Transactions....................................................... 10
Compensation of Executive Officers......................................... 10
Compensation Committee Report on Executive Compensation.................. 10
Summary Compensation Table............................................... 14
Option Grants............................................................ 16
Option Exercises and Fiscal Year-End Values.............................. 17
Retirement Plans......................................................... 18
Employment Agreements and Change In Control Arrangements................. 19
Shareholder Return Performance Graph..................................... 20
Election of Auditors....................................................... 21
Miscellaneous.............................................................. 21
Vote Required............................................................ 21
Solicitation Costs....................................................... 21
Shareholder Proposals.................................................... 22
Reporting of Securities Transactions..................................... 22
Other Matters............................................................ 22
</TABLE>
<PAGE>
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS--APRIL 21, 1994
This Proxy Statement is being mailed to the shareholders of PPG Industries,
Inc. (hereinafter sometimes called "PPG" or the "Company") on or about March 4,
1994, in connection with the solicitation of proxies by the Board of Directors
of the Company (hereinafter sometimes called the "Board of Directors" or the
"Board"). Such proxies, which may be given in the form of the accompanying
proxy and voting instruction card, will be voted at the Annual Meeting of
Shareholders of the Company (hereinafter sometimes called the "Meeting") to be
held on Thursday, April 21, 1994, at 2:00 P.M., prevailing time, in THE WESTIN
WILLIAM PENN HOTEL, WILLIAM PENN PLACE, PITTSBURGH, PENNSYLVANIA and at any
adjournment thereof. Proxies may be revoked at will before they have been
exercised, but the revocation of a proxy will not be effective until written
notice thereof has been given to the Secretary of the Company.
VOTING SECURITIES
As of the close of business on February 22, 1994, there were outstanding
106,307,957 shares of the Common Stock of the Company, par value $1.66 2/3 per
share, the only class of voting securities of the Company outstanding. (The
Common Stock of the Company is hereinafter called the "Common Stock"). Only
shareholders of record as of the close of business on February 22, 1994, are
entitled to notice of and to vote at the Meeting. Except with respect to the
election of Directors, each such shareholder is entitled to one vote for each
share so held. With respect to the election of Directors, the right to cumulate
votes exists. That right permits each shareholder to multiply the number of
shares the shareholder is entitled to vote by the number of Directors to be
elected in order to determine the number of votes the shareholder is entitled
to cast, and, then, to cast all or any number of such votes for one nominee or
to distribute them among any two or more nominees. The proxies solicit
discretionary authority to vote cumulatively.
Set forth below is certain information with respect to the beneficial
ownership of shares of the Common Stock as of the close of business on February
22, 1994 by certain persons, including (i) the nominees for Directors, one of
whom is the Chief Executive Officer of the Company (hereinafter sometimes
called the "CEO"), the continuing Directors, and the four most highly
compensated Executive Officers of the Company other than the CEO, and (ii) such
persons and all other Executive Officers, as a group.
2
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<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership (/1/)
------------------------------------
Name of Shares of Common Stock
Beneficial Owner Common Stock (/2/) Equivalents (/3/)
---------------- ------------------ -----------------
<S> <C> <C>
Jerry E. Dempsey...................... 5,144 --
Lucie J. Fjeldstad.................... 200 328
Stanley C. Gault...................... 5,000 2,560
Allen J. Krowe........................ 2,000 2,011
Steven C. Mason....................... 1,000 1,160
Harold A. McInnes..................... 1,200 2,035
Robert Mehrabian...................... 500 198
Vincent A. Sarni...................... 236,689 --
David G. Vice......................... 1,000 1,083
David R. Whitwam...................... 1,000 1,101
Robert D. Duncan...................... 107,246 --
John A. Horgan........................ 68,175 --
Raymond W. LeBoeuf.................... 112,144 10,002
Richard M. Rompala.................... 34,151 --
All of the above and all other
Executive Officers as a Group(/4/)... 666,085 34,477
</TABLE>
- ---------
(1) None of the identified beneficial owners, including all of the beneficial
owners named above and all other Executive Officers as a Group, holds more
than 1% of the shares of the Common Stock outstanding. Each of the
identified beneficial owners has sole voting power and sole investment
power as to all of the shares beneficially owned by him or her with the
exception of (i) shares held by certain of them jointly with, or directly
by, their spouses or minor children and (ii) the Common Stock Equivalents
which are described more fully below and which have no voting power.
(2) Of the shares shown, 192,826; 77,207; 62,000; 86,809; and 13,000 of the
shares of Messrs. Sarni, Duncan, Horgan, LeBoeuf and Rompala, respectively,
and 518,342 of the shares held by all of the beneficial owners named above
and all other Executive Officers as a Group are shares as to which the
beneficial owner has the right to acquire beneficial ownership within sixty
days of February 22, 1994, upon the exercise of options granted under the
Company's 1984 Stock Option Plan (the "Stock Option Plan").
(3) Directors who neither are nor were employees of the Company hold Common
Stock Equivalents in their accounts in the Directors' Retirement Plan
(which Plan is described under "Compensation of Directors" below). Certain
Executive Officers hold Common Stock Equivalents in their accounts as a
result of their deferral of awards made to them under the
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Company's Incentive Compensation and Deferred Income Plan for Key Employees
and the 1984 Earnings Growth Plan. Common Stock Equivalents are hypothetical
shares of Common Stock having a value on any given date equal to the value
of a share of Common Stock. Common Stock Equivalents earn dividend
equivalents until the Common Stock Equivalents are paid, but they have no
voting rights or other rights of a holder of the Common Stock.
(4) The Group consists of 16 persons: the seven Executive Officers of the
Company as of February 22, 1994 and the nominees for Directors and the
continuing Directors, who are not Executive Officers.
ELECTION OF DIRECTORS
Four Directors are to be elected to serve a term of three years and until
their successors have been elected and qualified.(/1/) It is intended that the
shares represented by each proxy will be voted cumulatively, in the discretion
of the proxies, for the nominees for Directors set forth below, each of whom is
an incumbent, or for any substitute nominee or nominees designated by the Board
of Directors in the event any nominee or nominees become unavailable for
election. The principal occupations of, and certain other information
regarding, the nominees and the continuing Directors, are set forth below.
-------------
Nominees to Serve for a Term of Three Years (1)
-------------
<TABLE>
<CAPTION>
Name and
Principal Occupation Certain Other Information
-------------------- -------------------------
<C> <S>
Jerry E. Dempsey Mr. Dempsey, 61, has been a Director of PPG since
Chairman of the Board and August 1993. He joined PPG in August 1993 as
Chief Executive Officer, Chairman of the Board and Chief Executive Officer-
PPG Industries, Inc. Elect and in September 1993 he became Chairman of
the Board and Chief Executive Officer. From 1991
until he joined PPG, he was Senior Vice President
of WMX Technologies, Inc., a waste treatment and
disposal company, and Chairman of its publicly
traded, majority-owned subsidiary, Chemical Waste
Management, having served as President and Chief
Executive Officer of Chemical Waste Management
since 1985. He is also a director of WMX
Technologies, Inc. and Navistar International.
</TABLE>
- --------
(1) Mr. Gault, in accordance with the retirement policy of the Company, would
retire as a Director effective at the 1996 Annual Meeting of Shareholders
of the Company.
4
<PAGE>
<TABLE>
<CAPTION>
Name and
Principal Occupation Certain Other Information
-------------------- -------------------------
<C> <S>
Stanley C. Gault Mr. Gault, 68, has been a Director of PPG since
Chairman of the Board and 1980. He has been Chairman of the Board and Chief
Chief Executive Officer, Executive Officer of The Goodyear Tire & Rubber
The Goodyear Tire Company, a manufacturer and distributor of tires,
& Rubber Company chemicals, polymers, plastic film and other rubber
products, since June 1991. He was Chairman of the
Board and Chief Executive Officer of Rubbermaid
Incorporated, a manufacturer and distributor of
plastic and rubber products, from 1980 to May 1991.
He is also a director of Avon Products, Inc.,
International Paper Company, Rubbermaid
Incorporated and The Timken Company. In addition,
he serves as a director of the New York Stock
Exchange, Inc.
Steven C. Mason Mr. Mason, 58, has been a Director of PPG since
Chairman of the Board and December 1990. He has been Chairman of the Board
Chief Executive Officer, and Chief Executive Officer of Mead Corporation, a
Mead Corporation forest products and electronic publishing company,
since 1992, having served as Vice Chairman since
1991 and as President and Chief Operating Officer
from 1982 until 1991. He is also a director of
Duriron Company, Inc.
David R. Whitwam Mr. Whitwam, 52, has been a Director of PPG since
Chairman of the Board and January 1991. He has been Chairman of the Board and
Chief Executive Officer, Chief Executive Officer of Whirlpool Corporation, a
Whirlpool Corporation manufacturer and distributor of household
appliances and related products, since 1987. He is
also a director of USX Corporation.
</TABLE>
5
<PAGE>
--------------
Continuing Directors--Term Expires in 1995
--------------
<TABLE>
<CAPTION>
Name and
Principal Occupation Certain Other Information
--------------------- -------------------------
<C> <S>
Lucie J. Fjeldstad Mrs. Fjeldstad, 50, has been a Director of PPG since
President, October 1991. She is President and owner of
Fjeldstad International Fjeldstad International, a consulting firm focused
on multimedia. She was Corporate Vice President and
General Manager, Multimedia, of International
Business Machines Corporation, a manufacturer and
distributor of information handling equipment, from
January 1992 until her retirement in 1993, having
served as President of the Multimedia and Education
Division since June 1990, as President, Public and
Academic Division since January 1990, and as Vice
President since 1988. She is also a director of Key
Corp, Entergy Corporation and Recognition
International Inc.
Allen J. Krowe Mr. Krowe, 61, has been a Director of PPG since
Vice Chairman and 1987. He has been Vice Chairman and Chief Financial
Chief Financial Officer of Texaco Inc., an international petroleum
Officer, Texaco Inc. company, since March 1993, having served as Senior
Vice President and Chief Financial Officer since
1988. He is also a director of Texaco Inc. and
I.B.J. Schroder Bank and Trust Company and serves on
the Advisory Board of Infomart.
Robert Mehrabian Dr. Mehrabian, 52, has been a Director of PPG since
President, September 1992. He has been President of Carnegie
Carnegie Mellon Mellon University, an educational institution, since
University July 1990. He was Dean of the College of Engineering
at the University of California, Santa Barbara from
1983 to July 1990. He is also a director of DQE Inc.
and Mellon Bank Corporation.
</TABLE>
6
<PAGE>
--------------
Continuing Directors--Term Expires in 1996
--------------
<TABLE>
<CAPTION>
Name and
Principal Occupation Certain Other Information
--------------------- -------------------------
<C> <S>
Harold A. McInnes Mr. McInnes, 66, has been a Director of PPG since
Retired Chairman of the 1986. He was Chairman of the Board and Chief
Board and Chief Executive Executive Officer of AMP Incorporated, an electrical
Officer, AMP Incorporated products company, from January 1990 until his
retirement in January 1993, having served as Vice
Chairman of the Board from 1986 until 1990. He is
also a Director and Chairman of the Executive
Committee of the Board of Directors of AMP
Incorporated.
Vincent A. Sarni Mr. Sarni, 65, has been a Director of PPG since
Retired Chairman of the 1984. He was Chairman of the Board and Chief
Board and Chief Executive Executive Officer of PPG from 1984 until his
Officer, PPG Industries, retirement in September 1993. He is also a director
Inc. of Amtrol Inc., Hershey Foods Corp., The LTV
Corporation and PNC Financial Corp.
David G. Vice Mr. Vice, 60, has been a Director of PPG since June
Retired Vice-Chairman, 1988. He was Vice-Chairman, Products and Technology,
Products and Technology, of Northern Telecom Limited, a telecommunications
Northern Telecom Limited systems company, from February 1990 until his
retirement in 1992, having served as President from
July 1985 until 1990. He is also a director of Sun
Life Assurance Company of Canada.
</TABLE>
COMMITTEES OF THE BOARD
The Board of Directors has appointed several standing committees, including
an Audit Committee, a Nominating Committee and an Officers-Directors
Compensation Committee. During 1993, the Board held nine meetings, while the
Audit Committee held three meetings, the Nominating Committee held five
meetings and the Officers-Directors Compensation Committee held four meetings.
The average attendance at meetings of the Board and Committees of the Board
during 1993 was 84 percent, and each Director attended at least 75 percent of
the total number of meetings of the Board and Committees of the Board on which
such Director served except Mrs. Fjeldstad, Mr. Gault and Mr. Whitwam. Mrs.
Fjeldstad attended seven of the nine Board of Directors meetings and two of the
five meetings of the Audit Committee and Officers-Directors Compensation
Committee held while she was a member of those Committees. Mr. Gault attended
five of the nine Board of Directors meetings and six of the seven meetings of
the Audit Committee
7
<PAGE>
and Officers-Directors Compensation Committee held while he was a member of
those Committees. Mr. Whitwam attended seven of the nine Board of Directors
meetings and five of the nine meetings of the Nominating Committee and
Officers-Directors Compensation Committee held while he was a member of those
Committees. Descriptions of the Audit, Nominating and Officers-Directors
Compensation Committees are set forth below. None of the members of those
Committees is an Officer or employee of the Company.
Audit Committee--The functions of the Audit Committee are primarily to review
with the independent public accountants and the Company's internal auditors
their respective reports and recommendations concerning audit findings and the
scopes and plans of their future audit programs and to meet with Officers of
the Company and separately with the independent public accountants and with the
internal auditors to review audits, annual financial statements, accounting and
financial controls and compliance with appropriate codes of conduct. The Audit
Committee also recommends to the Board of Directors the independent public
accountants to be recommended for election annually by the shareholders. The
members of the Audit Committee are Mrs. Lucie J. Fjeldstad and Messrs. Stanley
C. Gault, Allen J. Krowe, Robert Mehrabian and David G. Vice.
Nominating Committee--The Nominating Committee recommends to the Board of
Directors the persons to be nominated by the Board to stand for election as
Directors at each annual meeting of shareholders, the person or persons to be
elected by the Board to fill any vacancy or vacancies in its number and the
persons to be elected by the Board to key offices and positions of the Company.
The members of the Nominating Committee are Messrs. Allen J. Krowe, Steven C.
Mason, Harold A. McInnes, Robert Mehrabian and David R. Whitwam. In addition,
the Company's bylaws provide that nominations for persons to stand for election
as Directors may be made by holders of record of Common Stock entitled to vote
in the election of the Directors to be elected; provided that a nomination may
be made by a shareholder at a meeting of shareholders only if written notice of
such nomination is received by the Secretary of the Company not later than (i)
with respect to an election to be held at an Annual Meeting of Shareholders,
the date on which a shareholder proposal would have to be submitted to the
Company in order to be set forth in the Company's proxy statement, as provided
in the applicable proxy rules of the Securities and Exchange Commission (with
respect to the 1995 Annual Meeting, that date is November 4, 1994) and (ii)
with respect to an election to be held at a special meeting of shareholders,
the close of business on the tenth day following the date on which notice of
such meeting is first given to shareholders. Each such nomination by a
shareholder must set forth: (a) the name and address of the shareholder who
intends to make the nomination and of the person or persons to be nominated;
(b) a representation that the shareholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
(c) a description of all arrangements or
8
<PAGE>
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated by the Board
of Directors; and (e) the written consent of each nominee, signed by such
nominee, to serve as a Director of the Company if so elected.
Officers-Directors Compensation Committee--The Officers-Directors
Compensation Committee (in the Compensation Committee Report below sometimes
referred to as the "Committee") administers and interprets the Company's
Incentive Compensation and Deferred Income Plan for Key Employees, Earnings
Growth Plans and the Stock Option Plan and fixes the compensation and benefits
of the Officers of the Company who are also Directors (currently only Mr.
Dempsey) and of the members of the Company's Management Committee (consisting
currently of Messrs. Dempsey, Duncan, Heinze, Horgan, LeBoeuf, Rompala and
Zoghby, who are the Executive Officers of the Company). The members of the
Officers-Directors Compensation Committee are Mrs. Lucie J. Fjeldstad and
Messrs. Stanley C. Gault, Steven C. Mason, Harold A. McInnes, David G. Vice and
David R. Whitwam.
COMPENSATION OF DIRECTORS
Directors who are not also Officers receive an annual retainer of $20,000 and
a fee of $900 for each Board or Committee meeting they attend. In addition, the
members of the Audit Committee receive an annual retainer of $3,000 while the
members of the Nominating and Officers-Directors Compensation Committees
receive an annual retainer of $2,000. The Chairman of each Committee receives
an additional $1,000 annually. Any Director who is also an Officer receives no
compensation as a Director. Under the Company's Deferred Compensation Plan for
Directors, a Director may defer the receipt of compensation. Payments deferred
are held in the form of Common Stock Equivalents and earn dividend equivalents
until paid in cash. Common Stock Equivalents are hypothetical shares of Common
Stock having a value on any given date equal to the value of a share of Common
Stock.
Under the Directors' Retirement Plan, each Director who neither is nor was an
employee and who serves on the Board of Directors as of the day following each
annual meeting of shareholders is credited with $10,000 worth of Common Stock
Equivalents. No more than ten such annual credits may be made for the account
of any Director. Directors who were less than ten years from the normal
retirement age for Directors on the day following the 1988 Annual Meeting of
Shareholders were credited with $10,000 worth of Common Stock Equivalents for
each prior year of service as a Director, but the number of such years of prior
service for which such credits were made, plus the number of annual credits
expected to be made on a Director's behalf through the Director's normal
retirement age, did not exceed ten. The Common Stock Equivalents
9
<PAGE>
held in each Director's account earn dividend equivalents. Upon termination of
service, the Common Stock Equivalents held in a Director's account will be paid
in cash in not more than ten annual installments to the Director, or the
Director's spouse in the event of the Director's death.
As part of its overall program to promote charitable giving, the Company has
established a Directors' charitable award program funded by Company owned
insurance policies on the lives of Directors. Each of the Company's Directors
participates in the program. Upon the death of an individual Director, the
Company will donate an amount up to and including a total of $1 million to one
or more qualifying charitable organizations recommended by such Director and
approved by the Company. The Company will subsequently be reimbursed from the
proceeds of the life insurance policies. Individual Directors derive no
financial benefit from this program because all charitable deductions accrue
solely to the Company.
OTHER TRANSACTIONS
The Company and its subsidiaries purchase products and services from and/or
sell products and services to unaffiliated corporations of which certain of the
Directors of the Company are executive officers or were executive officers
during 1993. The Company does not consider the amounts involved in such
transactions material by any reasonable standard. Such purchases from and sales
to each company involved less than 1% of the consolidated gross revenues for
1993 of the purchaser and seller and all of such transactions were in the
ordinary course of business and at competitive terms and prices. Some of such
transactions are continuing, and it is anticipated that similar transactions
will recur from time to time.
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Officers-Directors Compensation Committee of the Board of Directors is
responsible for determining and administering the policies which govern the
executive compensation programs of the Company. The Committee membership
consists entirely of independent outside Directors and met four times in 1993
to establish Company performance goals, base salary pay levels, target awards
and annual bonus payments and to establish long-term incentives for Officers of
the Company.
Philosophy
A basic philosophy of the Committee is to have a major portion of the CEO's
and Executive Officers' total compensation variable and related to performance
of the Company against established goals and their overall personal performance
in directing the enterprise. Objectives of the compensation philosophy are to
attract and retain the best possible executive talent, to motivate executives
to achieve goals which support business strategies and to link executive and
shareholder interests through plan design and equity based plans.
10
<PAGE>
Annual Compensation Programs
The levels of base salary and target annual bonuses for the CEO and Executive
Officers are established annually under a program applicable to other
professional associates. Total compensation is targeted at the arithmetic
average (mean) of a group of comparison companies selected because of their
traditional high Return on Equity (ROE) performance and for which compensation
data are available. The Committee believes that the most direct competitors for
executive talent are not the companies that are included in the Dow Jones
Industrial Diversified Index. Thus, the high ROE companies used for
compensation purposes are not the same as the companies included in the index
used in the Comparison of Five-Year Cumulative Total Return graph on page 20.
The executives' base salaries are maintained below the salary range midpoints
which are set at the average of the salary range midpoints of the comparison
group of ROE companies. Annual bonus awards are then targeted at a level which,
when combined with base salaries, will approximate the average base salary and
annual bonus paid by the group of comparison companies. Thus a competitive
total compensation is achieved when target performance is met but with a larger
percent of pay at risk than is the case in comparison companies.
Annual bonus compensation will exceed the average of the comparison companies
when Company, Operating Group and individual performance exceeds targets
established by the Committee and will be below the average of the comparison
group of companies when performance does not meet these targets. The
performance targets established by the Committee for annual bonus awards are
equally weighted between earnings and cash flow. Certain one time adjustments
are not included in determining the earnings. Bonus awards calculated from
these performance measures are increased or decreased based on personal
performance ratings related to achievement of strategic objectives of the
Company or Group. The personal performance rating for the CEO is determined by
the Compensation Committee and the Other Named Executives are rated by the CEO.
Final awards are subject to the discretion of the Committee as permitted in
the plan approved by the shareholders. If minimum thresholds of earnings and
cash flow are not achieved, no awards are granted by the Committee. The
Committee has traditionally determined that 20% of the annual bonus award is
paid in Common Stock of the Company to build ownership levels and to align
executive interest more closely with the shareholders.
Long Term Incentive Program
It is the Committee's policy to promote the growth and profitability of the
Company by providing key employees an opportunity to invest in the stock of the
Company, and thereby provide them with additional incentive to cause the
Company to grow and profit, make their compensation competitive with
opportunities available in industry and encourage them to continue in the
employ of the Company.
11
<PAGE>
Long term incentives are currently provided under the 1984 Stock Option Plan
which has been approved by shareholders and provides for the granting of stock
options to key management employees. Option grants are established each year to
be competitive with long term incentives of the comparison group of companies.
The number of stock options granted to each executive is determined so that the
potential value of the options when combined with the targeted annual
compensation discussed above will approximate total annual and long term
compensation paid to executives in the comparison companies. The number of
stock options granted is not determined by past performance, but the options
are performance related since the value of the option is ultimately determined
by the future performance of the Company as reflected by stock price. The
number of stock options granted was not dependent on the number granted in the
past or the number presently held.
Also during 1993, as shown in the Option Grant Table and related footnotes on
pages 16 and 17, some Executive Officers exercised existing options in a manner
entitling them to receive Restored Options under the Restored Option provisions
of the Stock Option Plan approved by shareholders in 1992. The Restored Option
provisions encourage Optionees to exercise Options earlier during the Option
Term, and require a stock holding period of five years or until retirement if
earlier, thereby building their stock ownership to better align their interests
with the interests of shareholders.
CEO Compensation
The Company had a change in CEO during the year due to the normal retirement
of Mr. Sarni on September 1, 1993. Mr. Dempsey joined the Company as CEO-Elect
during August, 1993 and became CEO on September 1, 1993.
Mr. Dempsey was paid a salary of $250,000 for five months in 1993 based on
the same competitive base salary program described above. His annual bonus
award for 1993 service was based on earnings and cash flow targets. Company
earnings and cash flow were weighted at 20% and the average of earnings and
operating cash flows of the Groups was weighted at 80%. Performance was
slightly below targets established by the Committee resulting in a bonus award
slightly below the target award.
In order to attract and retain Mr. Dempsey as CEO, he was granted 5,000
shares of Company stock, which may not be sold until August 1, 1996, and was
granted a nonqualified option of 25,000 shares at the option price of $69.25,
the Fair Market Price on his first day of employment.
The Committee constructed the compensation package to be within the
guidelines of PPG's pay practices and sufficient to attract Mr. Dempsey as CEO
and to establish ownership in PPG Common Stock.
Base pay for Mr. Sarni was increased 11.7% compared to base pay earnings for
a similar period in the prior year after having no base salary change since
January 1, 1988. This change
12
<PAGE>
still provided a salary below the average base salary of the comparison group
of companies which is consistent with the Committee's philosophy of having a
larger portion of the CEO's pay variable and at risk. Mr. Sarni's annual bonus
for 1993 was based on earnings and cash flow targets. Company earnings and cash
flow were weighted at 20% and the average of the earnings and operating cash
flow of the Groups was weighted at 80%. Mr. Sarni's annual bonus, based on
eight (8) months of service as CEO, was higher than for a comparable period in
1992. However, since 1993 performance was slightly below targets established by
the Committee it resulted in a bonus award slightly below the target award.
Consistent with past practices in administering the Stock Option Plan, Mr.
Sarni was not awarded a stock option grant. Mr. Sarni elected to receive a
Restored Option for 44,037 shares in 1993 under the Restored Option provisions
of the Stock Option Plan.
Other Named Executives
The accompanying compensation tables list four executives other than the CEO
("Other Named Executives"). The Other Named Executives' base salaries were
increased over 1992 base salary earnings from 5.9% to 7.6% consistent with our
base pay practice discussed above. Annual bonus awards for Group Executivies
are weighted 20% against Company results and 80% against Group or profit center
results in earnings and cash flow. Staff executives are weighted 20% against
Company results and 80% against the average of Group results. Annual bonus
awards were higher in 1993 over 1992 for three of the four Other Named
Executives based on performance against their goals as established by the
Committee. All annual bonus awards for the four Other Named Executives exceeded
targets established by the Committee.
The number of options granted to Other Named Executives is related to the
level of responsibility determined by the optionee's job grade level which is
established by an evaluation methodology developed by a well known consultant.
The 1993 option grants represent a level of long term incentives which are
competitive with the average provided by our comparison group of companies.
More options were granted to the Other Named Executives in 1992 compared to
1991 and 1993 due largely to the use of options to replace long term incentives
previously provided by the 1984 Earnings Growth Plan. Previously granted
contingent Earnings Growth Plan awards were terminated in 1992 and options were
granted to replace the incentives provided by the terminated contingent awards.
It is anticipated in 1994 all compensation to executives will be fully
deductible under Section 162(m) of the Internal Revenue Code and therefore the
Committee determined that a policy with respect to Qualifying Compensation paid
to executive officers for deductibility is not yet necessary.
Through the programs and actions of the Committee described above, a very
significant portion of the Company's executive compensation is linked directly
to Company performance and
13
<PAGE>
stock appreciation. The Compensation Committee intends to continue the policy
of linking executive compensation to Corporate performance and returns to
shareholders.
The Officers-Directors Compensation Committee:
Stanley C. Gault Steven C. Mason David G. Vice
Lucie J. Fjeldstad Harold A. McInnes David R. Whitwam
--------------
There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended December 31, 1993, 1992 and 1991, of those persons who (i) served as the
chief executive officer of the Company at any time during 1993 and (ii) the
other four most highly compensated Executive Officers of the Company at
December 31, 1993. In this Proxy Statement, the six persons named in the table
below are referred to as the Named Executives.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------------
Annual Compensation Awards Payouts
-------------------------------------- ------------ ---------------
Other Securities
Annual Underlying All Other
Name and Salary Bonus Compen- Options/SARs LTIP Compensation
Principal Position Year ($) ($)(/1/) sation($)(/2/) (#)(/3/) Payouts($)(/4/) ($)(/2/)(/5/)
- ------------------------ ----- -------- -------- -------------- ------------ --------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. E. Dempsey 1993 $250,000 $312,000 $ 730 25,000 0 $348,969
Chairman and CEO
(Effective 9/1/93)(/6/)
V. A. Sarni 1993 492,277 586,000 3,085 44,032 0 28,005
Chairman and CEO 1992 575,000 785,000 5,268 183,062 0 19,851
(Retired 9/1/93) 1991 575,000 470,000 25,500 414,933
R. M. Rompala 1993 319,600 376,000 0 24,000 0 8,793
Group Vice President, 1992 297,083 385,500 1,127 52,000 0 8,126
Coatings & Resins 1991 262,500 155,000 9,600 186,069
R. D. Duncan 1993 319,600 376,000 0 45,479 0 8,336
Group Vice President, 1992 300,000 200,000 1,127 68,579 0 7,764
Glass 1991 297,500 100,000 9,600 186,069
R. W. LeBoeuf 1993 273,958 275,000 0 42,296 0 16,617
Vice President, 1992 255,000 225,000 1,272 56,804 0 14,280
Finance 1991 237,500 110,000 9,000 146,994
J. J. Horgan 1993 254,117 275,000 0 19,000 0 8,564
Vice President, 1992 240,000 160,000 891 43,000 0 7,595
Fiber Glass 1991 237,500 110,000 9,000 146,994
</TABLE>
- ---------
(1) Cash and market value of Common Stock awarded.
(2) Disclosure is not required for the years prior to fiscal year 1992.
14
<PAGE>
(3) As more fully described in the Compensation Committee Report on Executive
Compensation above, the greater number of options granted in 1992 compared
to 1991 and 1993 is in large part due to the decision of the Officers-
Directors Compensation Committee to use Options granted under the Company's
Stock Option Plan to replace the long-term incentives previously provided
by the Company's 1984 Earnings Growth Plan and the termination in 1992 of
previously granted contingent Earnings Growth Plan awards. No awards were
made in 1992 or 1993 under the Earnings Growth Plan. As more fully
described in the Option Grant Table below, some of the Options granted to
certain Named Executives in 1992 and 1993 were granted under the Restored
Option provisions of the Stock Option Plan that were approved by
shareholders in 1992.
(4) Cash and market value of Common Stock awarded under the Company's 1984
Earnings Growth Plan. No awards were made in 1992 or 1993 under the
Earnings Growth Plan. See footnote 3 above.
(5) The following are included in the 1993 amounts shown under All Other
Compensation: Company contributions under the Company's Employee Savings
Plan were $2,594, $4,689, $7,499, $7,499, $7,499, and $7,926 for Messrs.
Dempsey, Sarni, Rompala, Duncan, LeBoeuf, and Horgan, respectively. Under
the Company's Benefit Account Plan, $125, $200, $300, $300, $300, and $300
was credited to Messrs. Dempsey, Sarni, Rompala, Duncan, LeBoeuf, and
Horgan, respectively. The value of premiums paid with respect to term life
insurance for the benefit of Messrs. Sarni, Rompala, Duncan, LeBoeuf, and
Horgan, respectively, was $3,059, $320, $537, $276, and $338. The amounts
shown for Messrs. Sarni, Rompala, and LeBoeuf include $10,690, $674, and
$8,542, respectively, which are the portions of interest each earned on
certain deferred compensation above 120% of the applicable federal rate.
The amount shown for Mr. Dempsey also includes $346,250, which was the
August 2, 1993, market value of 5,000 shares of PPG Common Stock which were
granted to Mr. Dempsey upon joining PPG. The amount shown for Mr. Sarni
includes $9,367 of Director's Fees which were paid after Mr. Sarni retired
as an officer of PPG.
(6) Mr. Dempsey was employed as Chairman and CEO-Elect effective 8/1/93 and
became Chairman and CEO on 9/1/93.
15
<PAGE>
OPTION GRANTS
Shown below is further information on grants of Options under the Company's
Stock Option Plan during fiscal year 1993 to the Named Executives. All of the
Options granted in 1993 were Nonqualified Options, as are all outstanding
Options. No Stock Appreciation Rights were granted in 1993 and none are
outstanding.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value at Assumed
Annual Rates of Stock Price
Individual Grants Appreciation for Option Term(/2/)
- -------------------------------------------------------------------------- ---------------------------------------
Percent of
Number of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted(#)(/1/) Fiscal 1993 ($/Share) Date 0%($)(/3/) 5%($) 10%($)
- ---- --------------- ------------ ----------- ---------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. E. Dempsey 25,000 2.7 69.25 8/01/2003 0 1,088,750 2,759,250
V. A. Sarni 44,032 4.8 70.00 8/31/1998 0 851,579 1,881,928
R. M. Rompala 24,000 2.6 66.00 2/16/2003 0 996,240 2,524,560
R. D. Duncan 24,000 2.6 66.00 2/16/2003 0 996,240 2,524,560
13,413 1.5 75.50 2/18/2002 0 558,383 1,375,235
8,066 0.9 75.50 2/19/2001 0 290,779 696,418
R. W. LeBoeuf 21,000 2.3 66.00 2/16/2003 0 871,710 2,208,990
13,501 1.5 71.25 2/18/2002 0 530,319 1,306,222
7,795 0.9 71.25 2/19/2001 0 265,186 635,137
J. J. Horgan 19,000 2.1 66.00 2/16/2003 0 788,690 1,998,610
- ---------------
All Shareholders(/4/) 0 4,433,268,000 11,234,292,000
Named Executives'
Gain as %
of All Share-
holders' Gain 0% 0.163% 0.159%
</TABLE>
- ---------
(1) All Options were granted at Fair Market Value (the closing price for the
Company's Common Stock as reported on the New York Stock Exchange-Composite
Transactions) on the date of grant. Four of the Option grants shown were
granted on February 17, 1993 at an Exercise Price of $66.00 and became
exercisable one year after the date of grant. Mr. Dempsey's grant was made
on August 2, 1993 and will become exercisable one year after the date of
grant. The other Options shown on the table were granted to certain of the
Named Executives under the Restored Option provisions of the Stock Option
Plan that were approved by the shareholders in 1992. Under the Restored
Option provisions, which apply to all Nonqualified Options outstanding on
December 1, 1992 or granted thereafter, an Optionee who surrenders (or
certifies ownership of) shares of Common Stock in payment of the Option
Price of an Option is granted a new Nonqualified Option (a "Restored
Option")
16
<PAGE>
covering a number of shares equal to the number of shares surrendered (or
certified as to ownership) and surrendered or withheld to satisfy tax
obligations. Restored Options have the same expiration date as the Original
Option, the exercise of which generated the Restored Option, an Exercise
Price equal to the Fair Market Value of the Common Stock on the Date of
Grant of the Restored Option and become exercisable six months after the
Date of Grant.
(2) The dollar amounts under these columns are the results of calculations at
0%, and at the 5% and 10% rates set by the Securities and Exchange
Commission, and, therefore, are not intended to forecast possible future
appreciation, if any, of the Company's stock price. PPG did not use an
alternative formula for a grant date valuation, as the Company is not aware
of any formula which will determine with reasonable accuracy a present
value based on future unknown or volatile factors.
(3) No gain to the optionees is possible without an increase in the stock
price. A zero percent gain in the stock price will result in zero gain for
the optionee.
(4) Based on 106.8 million outstanding shares, these amounts are the total
increase in shareholder value using the 0%, 5% and 10% assumed annual
appreciation rates and the price and terms of the February 17, 1993, grant.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
Shown below is information with respect to exercises during 1993 of Options
granted under the Company's Stock Option Plan to purchase the Company's Common
Stock and information with respect to unexercised Options granted in 1993 and
prior years under the Stock Option Plan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/SARs
December 31, 1993(#) at December 31, 1993($)(/1/)
Shares ------------------------- --------------------------------
Acquired on Value
Name Exercise Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
J. E. Dempsey 0 0 0 25,000 0 165,625
V. A. Sarni 50,244 673,620 158,318 44,032 2,483,894 258,688
R. M. Rompala 0 0 81,000 24,000 1,781,475 237,000
R. D. Duncan 24,972 459,081 53,207 45,479 834,492 245,055
R. W. LeBoeuf 24,000 338,250 41,809 42,296 652,112 305,869
J. J. Horgan 9,000 105,750 43,000 19,000 736,375 187,625
</TABLE>
- ------
(1) Based on the Closing Price on the New York Stock Exchange-Composite
Transactions of the Company's Common Stock on December 31, 1993, which was
$75.875 per share.
17
<PAGE>
RETIREMENT PLANS
The Company's qualified retirement plan for salaried employees and
nonqualified retirement plan provide benefits after retirement. The annual
benefits payable upon retirement under those plans to persons in hypothetical
five-year average annual covered compensation and credited years-of-service
classifications (assuming retirement as of December 31, 1993, at age 65) are
estimated in the following table.
PENSION TABLE
<TABLE>
<CAPTION>
Highest Five-Year Credited Years-of-Service
Average Annual --------------------------------------------------------------
Covered Compensation 15 20 25 30 35
- -------------------- -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$125,000 $ 25,867 $ 34,490 $ 43,112 $ 51,735 $ 60,357
150,000 31,867 42,490 53,112 63,735 74,357
175,000 37,867 50,490 63,112 75,735 88,357
200,000 43,867 58,490 73,112 87,735 102,357
225,000 49,867 66,490 83,112 99,735 116,357
250,000 55,867 74,490 93,112 111,735 130,357
300,000 67,867 90,490 113,112 135,735 158,357
400,000 91,867 122,490 153,112 183,735 214,357
450,000 103,867 138,490 173,112 207,735 242,357
500,000 115,867 154,490 193,112 231,735 270,357
600,000 139,867 186,490 233,112 279,735 326,357
725,000 169,867 226,490 283,112 339,735 396,357
</TABLE>
The compensation covered by the Company's qualified retirement plan for
salaried employees, which is compulsory and noncontributory, is the salary of a
participant as limited by applicable Internal Revenue Service ("IRS")
regulations. The compensation covered by the Company's nonqualified retirement
plan, which is available only to those employees who participate in the
qualified retirement plan for salaried employees and in the Company's Incentive
Compensation Plan or Management Award Plan, is the compensation paid under the
latter two plans, which for the Named Executives in the Summary Compensation
Table on page 14 is shown in the "Bonus" column under "Annual Compensation".
Additional benefits may be paid to certain participants under the Company's
nonqualified retirement plan equal to any benefit which cannot be paid under
the Company's qualified retirement plan for salaried employees because of the
restrictions of any applicable IRS regulations. The benefit payable under the
Company's qualified retirement plan for salaried employees is a function of a
participant's highest consecutive five-year average annual covered compensation
during the ten years immediately prior to retirement and credited years-of-
service while a plan participant. The benefit payable under the Company's
nonqualified retirement plan is a function of the participant's five-year
average annual covered compensation for the highest five years out of the final
ten years immediately prior to retirement and credited years of service. With
appropriate approval, persons eligible to participate in the Company's 1984
Earnings Growth Plan may elect, prior to retirement, to receive a lump sum
18
<PAGE>
distribution in lieu of monthly payments under the nonqualified retirement
plan. Persons eligible to participate in the Company's 1984 Earnings Growth
Plan who were scheduled to retire or had announced plans to retire in 1993
were, with the approval of the Officers-Directors Compensation Committee, paid
an actuarially determined lump sum distribution in 1992 in lieu of any future
monthly or lump sum payments under the nonqualified retirement plan. As a
result, Mr. Sarni received a payment of $4,819,043 and he will not be entitled
to receive any future benefit under the nonqualified retirement plan.
Therefore, for purposes of the above table, the amount of Mr. Sarni's highest
five-year average annual covered compensation through 1993 is $215,423. The
highest five-year average annual covered compensation under both plans through
1993 for Messrs. Dempsey, Duncan, Rompala, LeBoeuf and Horgan is $600,000,
$495,620, $514,277, $397,798, and $369,517, respectively. The annual benefits
payable under the plans as shown in the table above are estimated on the basis
of a straight life annuity notwithstanding the availability of a joint and
survivor annuity or lump sum benefit and are not subject to reduction for
social security benefits. For purposes of the plans, Mr. Sarni, who retired in
1993, has twenty-five credited years-of-service, Mr. Dempsey five-twelfths of a
year, Mr. Duncan thirty-two years, Mr. Rompala nine years, Mr. LeBoeuf thirteen
years and Mr. Horgan eighteen years.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
The Company has entered into employment agreements with certain key
executives, including the Named Executives, which agreements provide for the
continued employment of such executives for a period of two years following a
change in control of the Company. The employment agreements contemplate that
during such two-year period, such executives would continue to be employed in
capacities, and compensated on a basis, commensurate with their capacities and
compensation before the change in control occurred. The employment agreements
contemplate, further, that in the event the executive's employment is
terminated during such two-year period, (a) by the executive because either he
has not been employed in a commensurate capacity or he has not been
commensurately compensated, or (b) by the Company other than for cause, the
executive would be entitled to receive, subject to certain limitations
(including that he seek other employment), basically the salary and the awards
under the Incentive Compensation Plan that he would have received through the
remainder of the two-year period had his employment with the Company not
terminated, reduced by any similar payments received from any other employment.
In connection with the employment by the Company on August 1, 1993 of Mr.
Jerry E. Dempsey, Chairman of the Board and Chief Executive Officer, the
Company agreed that if, during his first two years of employment, his
employment is terminated by the Board of Directors, except for cause, his base
salary and minimum bonus under the Incentive Compensation Plan would be
continued on a monthly basis for one year following separation and the
limitation on the 5,000 shares of Common Stock granted to him upon his
employment which prohibits the sale or transfer of such shares until August 1,
1996, would be removed. Mr. Dempsey's minimum award under the Incentive
Compensation Plan for 1994 and 1995 is $400,000 each year.
19
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock with the
cumulative total return of the Standard & Poor's Composite-500 Stock Index
("S&P 500 Index") and the Dow Jones Industrial Diversified Index for the five
year period beginning December 31, 1988 and ending December 31, 1993. The S&P
500 Index and the Dow Jones Industrial Diversified Index data presented in the
graph are based on the companies that comprised those indexes at the time the
graph was prepared on February 10, 1994. The information presented in the graph
assumes that the investment in the Company's Common Stock and each Index was
$100 on December 31, 1988 and that all dividends were reinvested.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN PPG INDUSTRIES, INC., S & P 500
INDEX AND DOW JONES INDUSTRIAL DIVERSIFIED INDEX
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement period PPG S&P 500 DJID
(Fiscal year Covered) Industries, Inc. Index Index
- --------------------- ---------------- ------- -----
<S> <C> <C> <C>
Measurement PT -
12/31/88 $100 $100 $100
FYE 12/31/89 $102 $132 $126
FYE 12/31/90 $125 $128 $117
FYE 12/31/91 $139 $166 $145
FYE 12/31/92 $187 $179 $168
FYE 12/31/93 $221 $197 $194
</TABLE>
20
<PAGE>
ELECTION OF AUDITORS
It is proposed that action be taken at the Meeting with respect to the
election of Deloitte & Touche, Certified Public Accountants, as Auditors for
the Company for the year 1994. Deloitte & Touche have been regularly engaged by
the Company for many years for the examination of accounts and other purposes.
Representatives of Deloitte & Touche are expected to be present at the Meeting
and, while they do not plan to make a statement (although they will have the
opportunity if they desire to do so), they will be available to respond to
appropriate questions from shareholders. Upon the recommendation of the Audit
Committee, the Board recommends that the shareholders elect Deloitte & Touche
as Auditors for the Company for the year 1994.
MISCELLANEOUS
VOTE REQUIRED
The Annual Meeting of Shareholders will not be organized for the transaction
of business unless a quorum is present. Votes withheld and abstentions will be
counted, but broker non-votes will not be counted, in determining the presence
of a quorum.
In the election of Directors, the four nominees who receive the greatest
number of votes cast at the Meeting by the holders of the Common Stock present
in person or by proxy and entitled to vote, a quorum being present, will be
elected as Directors for a term of three years. (See footnote (1) on page 4.)
Since no written notice was received by the Company from a shareholder that a
nomination would be made by the shareholder at the Meeting pursuant to the
nomination procedure provided for in the Company's bylaws, votes may only be
cast for or withheld from the Company's nominees. Votes withheld and broker
non-votes will not be cast for a nominee.
Under Pennsylvania law, approval of the proposal to elect Deloitte & Touche
as Auditors for the Company for the year 1994 requires the affirmative vote of
a majority of the votes cast on the proposal. Abstentions and broker non-votes
are not votes cast. Therefore, with respect to this proposal, abstentions and
broker non-votes will not have the effect of a vote for or against the proposal
and will not be counted in determining the number of affirmative votes required
for approval.
SOLICITATION COSTS
The costs of the solicitation of proxies will be borne by the Company.
Arrangements may be made by the Company with brokerage houses and other
custodians, nominees and fiduciaries for them to forward solicitation materials
to the beneficial owners of the shares such brokerage houses
21
<PAGE>
and other custodians, nominees and fiduciaries hold of record, and the Company
may reimburse them for the reasonable expenses they incur in so doing. To
assist in the solicitation of proxies, the Company has engaged D.F. King & Co.,
Inc., for a fee of $12,000, plus out-of-pocket expenses. Directors, Officers or
regular employees of the Company may, without additional compensation therefor,
also make solicitations personally or by telephone or telegraph.
SHAREHOLDER PROPOSALS
Proposals which shareholders intend to present for consideration at the 1995
Annual Meeting of Shareholders must be received by the Secretary of the Company
not later than November 4, 1994, in order to be eligible for inclusion in the
Proxy Statement and Proxy Card relating to such Annual Meeting.
REPORTING OF SECURITIES TRANSACTIONS
The Directors and Executive Officers of the Company are required to file
reports of initial ownership and changes of ownership of PPG securities with
the Securities and Exchange Commission and the New York Stock Exchange. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, all of such Directors and Executive Officers made all required
filings timely except that Guy A. Zoghby inadvertently filed a report thirty-
four days late with respect to two sales of a total of 2,200 shares of PPG
stock in connection with cashless stock option exercises for such shares. The
transactions should have been reported on a Form 4 filed in January 1994 but
were instead reported on his Form 5 for 1993 which was timely filed in February
1994. Due to that inadvertence, four other stock option exercises reported on
his Form 5, which would otherwise have been timely reported, should have been
included in such January filing.
OTHER MATTERS
So far as is known, no matters other than those described herein are expected
to come before the Meeting. It is intended, however, that the proxies solicited
hereby will be voted on any other matters which may properly come before the
Meeting, or any adjournment thereof, in the discretion of the person or persons
voting such proxies unless the shareholder has indicated on the Proxy Card that
the shares represented thereby are not to be voted on such other matters.
Pittsburgh, Pennsylvania
March 4, 1994
22
<PAGE>
PPG INDUSTRIES, INC.
ONE PPG PLACE, PITTSBURGH, PENNSYLVANIA 15272
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PPG
INDUSTRIES, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
APRIL 21, 1994.
The undersigned, having received the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated March 4, 1994, hereby
appoints J. E. DEMPSEY, E. J. MAZESKI, JR. and G. A. ZOGHBY, or any of
them, with full power of substitution to each, proxies to represent the
undersigned and to vote all of the shares of the Common Stock of PPG
Industries, Inc. (the "Company" or "PPG") that the undersigned would be
entitled to vote if personally present at the 1994 Annual Meeting of
Shareholders of the Company, or any adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED ON THE
REVERSE SIDE HEREOF. IF NO DIRECTION IS GIVEN, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES PROPOSED BY THE
BOARD OF DIRECTORS (THOSE NOMINEES ARE JERRY E. DEMPSEY, STANLEY C. GAULT,
STEVEN C. MASON AND DAVID R. WITWAM) AND FOR THE ELECTION OF DELOITTE &
TOUCHE AS AUDITORS FOR 1994. Shares to be voted FOR the election of the
nominees proposed by the Board of Directors will be voted cumulatively, in
the discretion of the proxies, for any nominees other than nominees with
respect to whom authority to vote FOR has been withheld. In their
discretion, the Proxies are authorized to vote upon such other business as
may properly come before the meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT
PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.
Please mark your votes with an "X".
PPG'S DIRECTORS RECOMMEND A VOTE
"FOR" BOTH ITEMS 1 AND 2
-----------------------------------------------
FOR WITHHELD
1. ELECTION OF FOUR DIRECTORS: [_] [_]
(See Reverse)
FOR, EXCEPT VOTE WITHHELD FROM THE
FOLLOWING NOMINEES:
-----------------------------------------------
FOR AGAINST ABSTAIN
2. ELECTION OF DELOITTE [_] [_] [_]
& TOUCHE AS AUDITORS
FOR 1994.
-----------------------------------------------
---------------------------------------- ------------, 1994
SIGNATURE(S) DATED
PLEASE SIGN AS NAME(S) APPEAR HEREON
AND RETURN PROMPTLY. GIVE FULL TITLE IF
SIGNING FOR A CORPORATION OR PARTNERSHIP
OR AS ATTORNEY, AGENT OR IN ANOTHER
REPRESENTATIVE CAPACITY.
<PAGE>
[X] Please mark
your votes
like this
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Common Div. Reinv. Plan Savings Plan Can. Savings Plan
[LOGO OF PPG INDUSTRIES, INC.]
PPG INDUSTRIES, INC. PROXY AND VOTING INSTRUCTION CARD
ONE PPG PLACE
PITTSBURGH, PA 15272
PPG'S DIRECTORS RECOMMEND A VOTE "FOR" BOTH ITEMS 1 AND 2.
1. ELECTION OF FOR WITHHELD 2. ELECTION OF FOR AGAINST ABSTAIN
FOUR DIRECTORS. [_] [_] DELOITTE & [_] [_] [_]
(See Reverse) TOUCHE AS
AUDITORS FOR
FOR, EXCEPT VOTE WITHHELD FROM THE 1994.
FOLLOWING NOMINEE(S):
____________________________________
To obtain an Admission Card [_]
to the Annual Meeting, place
an "X" in the box to the right.
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Signature(s) _____________________________________________ Date _____________
NOTE: Please sign as name(s) appear hereon. Give full title
if signing for a corporation or partnership or as
attorney, agent or in another representative capacity.
FOLD AND DETACH HERE
[LOGO OF PPG INDUSTRIES, INC.]
PPG INDUSTRIES, INC.
ONE PPG PLACE
PITTSBURGH, PA 15272
ANNUAL MEETING OF SHAREHOLDERS - APRIL 21, 1994
The Annual Meeting of Shareholders of PPG Industries, Inc. will be held on
Thursday, April 21, 1994 at the Westin William Penn Hotel, William Penn Place,
Pittsburgh, Pennsylvania, at 2:00 p.m.
The top (blue shaded) portion of this form is your PROXY AND VOTING INSTRUCTION
CARD. Please COMPLETE, SIGN and DATE the CARD and then DETACH and RETURN the
completed CARD promptly in the enclosed reply envelope. You should do so even if
you plan to attend the Annual Meeting. If you do attend, you may override your
proxy and vote in person if you wish.
If you plan to attend the Annual Meeting, please mark an "X" in the box provided
on the CARD. An admission card will be mailed to you at the address printed on
the card. If your shares are held in joint names, you will each receive an
admission card. If you intend to bring a guest, please print their name on the
lines below the admission card request box. If your admission card should be
sent to an address other than the address imprinted on the card, please print
that address on the lines below the admission card request box.
PLEASE COMPLETE, SIGN AND DATE YOUR PROXY AND VOTING INSTRUCTION CARD, DETACH
IT AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF PPG INDUSTRIES, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 21, 1994
The undersigned, having received the Notice of Annual Meeting of Shareholders
and Proxy Statement, each dated March 4, 1994, hereby appoints J.E. DEMPSEY,
E.J. MAZESKI, JR. and G.A. ZOGHBY, or any of them, with full power of
substitution to each, proxies to represent the undersigned and to vote all
of the shares of the Common Stock of PPG Industries, Inc., (the "Company")
that the undersigned would be entitled to vote if personally present at
the 1994 Annual Meeting of Shareholders of the Company, or any adjournment
thereof, as directed on the reverse side hereof and in their discretion
on such other matters as may properly come before the meeting or any
adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED ON THE REVERSE
SIDE HEREOF. IF NO DIRECTION IS GIVEN, HOWEVER, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR PROPOSED
BY THE BOARD OF DIRECTORS (THOSE NOMINEES ARE JERRY E. DEMPSEY, STANLEY
C. GAULT, STEVEN C. MASON AND DAVID R. WHITWAM) AND FOR THE ELECTION OF
DELOITTE & TOUCHE AS AUDITORS FOR 1994. Shares to be voted FOR the election
of the nominees proposed by the Board of Directors will be voted cumulatively,
in the discretion of the proxies, for any nominees other than nominees with
respect to whom authority to vote FOR has been withheld. This card votes
all of the shares of the Common Stock of the Company held under the same
registration in any one or more of the following manners: as a shareholder
of record; in the PPG Industries, Inc. Dividend Reinvestment and Stock Purchase
Plan; and in the PPG Canada Inc. Employee Savings Plan. With respect to
shares held in the PPG Industries Employee Savings Plan (the "Plan"), this
card constitutes a direction to the Trustee for the Plan to vote the shares
of Common Stock of the Company allocated to the undersigned's account in
the Plan as indicated on the reverse side hereof.
PLEASE COMPLETE, SIGN AND DATE THIS CARD ON THE REVERSE SIDE AND RETURN
IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.
FOLD AND DETACH HERE
