<PAGE> 1
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SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
PPG INDUSTRIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PPG INDUSTRIES, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------
(5) Total fee paid:
------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] 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:
----------------------------------------------------
===============================================================================
<PAGE> 2
LOGO
PPG Industries, Inc. One PPG Place Pittsburgh, Pennsylvania 15272
March 1, 1996
DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders of
PPG Industries, Inc. to be held on Thursday, April 18, 1996, at 2:00 P.M. in The
Pittsburgh Hilton and Towers, Gateway Center, Pittsburgh, Pennsylvania. We look
forward to greeting personally those shareholders who will be able to be
present.
This booklet includes the Notice of the Annual Meeting and the Proxy
Statement, which contains information about the business of the Annual Meeting
and about your Board of Directors and its committees and certain executive
officers. This year you are being asked to elect five Directors and to elect
Auditors.
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, sign and date the accompanying Proxy and Voting Instruction Card and
return it promptly in the return envelope provided.
Sincerely yours,
/s/ JERRY E. DEMPSEY
---------------------
Jerry E. Dempsey
Chairman of the Board
<PAGE> 3
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 1996
Notice is hereby given that the Annual Meeting of Shareholders of PPG
Industries, Inc. will be held on Thursday, April 18, 1996, at 2:00 P.M.,
prevailing time, in THE PITTSBURGH HILTON AND TOWERS, GATEWAY CENTER,
PITTSBURGH, PENNSYLVANIA, for the purpose of considering and acting upon the
following:
1. The election of five Directors (one Director for election to a
class having a term which expires in 1998 and four Directors for election
to a class having a term which expires in 1999);
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 20, 1996, 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.
They will request an Admission Card for you or provide you with evidence of your
ownership that will gain you admission to the Meeting.
H. Kennedy Linge, Secretary
Pittsburgh, Pennsylvania
March 1, 1996
<PAGE> 4
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS--APRIL 18, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Voting Securities........................................................... 2
Election of Directors....................................................... 5
Committees of the Board................................................ 8
Compensation of Directors.............................................. 10
Other Transactions..................................................... 11
Compensation of Executive Officers.......................................... 11
Compensation Committee Report on Executive Compensation................ 11
Summary of Named Executives' Compensation.............................. 16
Option Grants.......................................................... 17
Option Exercises and Fiscal Year-End Values............................ 20
Retirement Plans....................................................... 21
Employment Agreements and Change In Control Arrangements............... 22
Shareholder Return Performance Graph................................... 23
Election of Auditors........................................................ 24
Miscellaneous............................................................... 24
Vote Required.......................................................... 24
Solicitation Costs..................................................... 25
Shareholder Proposals.................................................. 25
Section 16(a) Reporting................................................ 25
Other Matters.......................................................... 25
</TABLE>
<PAGE> 5
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS--APRIL 18, 1996
This Proxy Statement is being mailed to the shareholders of PPG Industries,
Inc. (hereinafter sometimes called "PPG" or the "Company") on or about March 1,
1996, 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 18, 1996, at 2:00 P.M., prevailing time, in THE PITTSBURGH
HILTON AND TOWERS, GATEWAY CENTER, 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 20, 1996, there were outstanding
192,869,861 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. Only
shareholders of record as of the close of business on February 20, 1996, 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 of
cumulative voting 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 each class in order to determine the number of votes the
shareholder is entitled to cast for nominees in that class, and, then, to cast
all or any number of such votes for one nominee or to distribute them among any
two or more nominees in that class. 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 February 20, 1996 by certain
persons, including (i) the nominees for Directors, one of whom is the President
and Chief Operating Officer of the Company (hereinafter
2
<PAGE> 6
sometimes called the President), the continuing Directors, one of whom is the
Chief Executive Officer of the Company (hereinafter sometimes called the "CEO"),
and the three other most highly compensated Executive Officers (as defined under
the Securities Exchange Act of 1934) of the Company (in addition to the CEO and
the President) and (ii) such persons and all other Executive Officers, as a
group.
<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.................... 224,389 29,444
Erroll B. Davis, Jr................. 103 756
Stanley C. Gault.................... 10,000 8,492
Michele J. Hooper................... 100 81
Allen J. Krowe...................... 4,000 7,288
Raymond W. LeBoeuf.................. 243,718 25,935
Steven C. Mason..................... 2,000 5,447
Harold A. McInnes................... 2,400 7,400
Robert Mehrabian.................... 2,000 3,467
Vincent A. Sarni.................... 352,161 262
David G. Vice....................... 4,000 3,010
David R. Whitwam.................... 2,000 5,357
Robert D. Duncan.................... 279,617 --
Peter R. Heinze..................... 136,186 4,035
Frank A. Archinaco.................. 143,218 4,461
All of the above and all other
Executive Officers as a
Group(4).......................... 1,955,371 168,004
- ------------
<FN>
(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 plus stock options
exercisable now or within 60 days of February 20, 1996. 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 and (ii) the Common Stock Equivalents which are described more fully
below and which have no voting power.
</TABLE>
3
<PAGE> 7
(2) Of the shares shown, 206,280, 176,535, 282,412, 198,035, 123,644, and
108,719 of the shares of Messrs. Dempsey, LeBoeuf, Sarni, Duncan, Heinze and
Archinaco, respectively, and 1,576,034 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 currently or within sixty days of February 20, 1996,
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' Common Stock Plan
(which Plan is described under "Compensation of Directors" below). Certain
Directors also hold Common Stock Equivalents in their accounts in the
Deferred Compensation Plan for Directors (which Plan is also described under
"Compensation of Directors"). Certain Executive Officers hold Common Stock
Equivalents in their accounts in the Company's Deferred Compensation Plan as
a result of their deferral of salary under that plan or their deferral of
awards made to them under the Company's Incentive Compensation and Deferred
Income Plan for Key Employees (the "Incentive Compensation Plan") 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 nineteen persons: the nine Executive Officers of the
Company as of February 20, 1996 (Messrs. Dempsey, Duncan, LeBoeuf, Heinze,
and Archinaco and Messrs. R. L. Crane, W. H. Hernandez, E. K. Pollock and G.
A. Zoghby), the four nominees for Directors in addition to Mr. LeBoeuf, the
five continuing Directors who are not Executive Officers and one Director
(Mr. Gault) who is retiring effective April 18, 1996.
4
<PAGE> 8
ELECTION OF DIRECTORS
One Director is to be elected to a class which will serve until 1998 and
until his successor has been elected and qualified and four Directors are to be
elected to a class which will serve until 1999 and until their successors have
been elected and qualified. It is intended that the shares represented by each
proxy will be voted cumulatively as to each class, 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.
------------------
Nominee to Serve in the Class whose Term Expires in 1998
------------------
-------- HAROLD A. MCINNES, Retired Chairman of the Board and Chief
Executive Officer, AMP Incorporated. Mr. McInnes, 68, has been
PHOTO a Director of PPG since 1986. He was Chairman of the Board and
Chief Executive Officer of AMP Incorporated, an electrical
-------- products company, from 1990 until his retirement in 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.
------------------
Nominees to Serve in the Class whose Term Expires in 1999
------------------
-------- MICHELE J. HOOPER, President, International Business Group,
Caremark International, Inc. Ms. Hooper, 44, has been a
PHOTO Director of PPG since September 1995. She has been Corporate
Vice President of Caremark International, Inc., an
-------- alternative-site health care provider, since 1993, and
President, International Business Group of Caremark
International since November 1992 when Caremark International,
Inc. was spun off from Baxter Healthcare International. Prior
to the spin-off Ms. Hooper had been President, International
Business Group of Baxter since December 1991 and President,
Baxter Canada from 1988 until December 1991. She is also a
Director of Dayton Hudson Corporation.
5
<PAGE> 9
-------- RAYMOND W. LEBOEUF, President and Chief Operating Officer, PPG
Industries, Inc. Mr. LeBoeuf, 49, has been a Director of PPG
PHOTO since December 1995 at which time he also became President and
Chief Operating Officer of the Company. He served as Executive
-------- Vice President from April 1994 to December 1995, Vice
President, Coatings and Resins from March 1994 to April 1994,
and Vice President, Finance and Chief Financial Officer from
1988 until March 1994.
-------- VINCENT A. SARNI, Retired Chairman of the Board and Chief
Executive Officer, PPG Industries, Inc. Mr. Sarni, 67, has
PHOTO been a Director of PPG since 1984. He was Chairman of the
Board and Chief Executive Officer of PPG from 1984 until his
-------- retirement in 1993. He is also a director of Amtrol Inc.,
Hershey Foods Corp., The LTV Corporation and PNC Financial
Corp.
-------- DAVID G. VICE, Retired Vice-Chairman, Products and Technology,
Northern Telecom Limited. Mr. Vice, 62, has been a Director of
PHOTO PPG since 1988. He was Vice-Chairman, Products and Technology,
of Northern Telecom Limited, a telecommunications systems
-------- company, from 1990 until his retirement in 1992. He is also a
director of Sun Life Assurance Company of Canada and Stackpole
Limited.
------------------
Continuing Directors--Term Expires in 1997
------------------
-------- JERRY E. DEMPSEY, Chairman of the Board and Chief Executive
Officer, PPG Industries, Inc. Mr. Dempsey, 63, has been a
PHOTO Director of PPG since 1993. He joined PPG in August 1993 as
Chairman of the Board and Chief Executive Officer-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,
Inc. having served as President and Chief Executive Officer of
Chemical Waste Management, Inc. since 1985. He is also a
director of WMX Technologies, Inc. and Navistar International.
6
<PAGE> 10
-------- STEVEN C. MASON, Chairman of the Board and Chief Executive
Officer, Mead Corporation. Mr. Mason, 60, has been a Director
PHOTO of PPG since 1990. He has been Chairman of the Board and Chief
Executive Officer of Mead Corporation, a forest products
-------- company, since 1992, having served as Vice Chairman from 1991
to 1992.
-------- DAVID R. WHITWAM, Chairman of the Board and Chief Executive
Officer, Whirlpool Corporation. Mr. Whitwam, 54, has been a
PHOTO Director of PPG since 1991. He has been Chairman of the Board
and Chief Executive Officer of Whirlpool Corporation, a
-------- manufacturer and distributor of household appliances and
related products, since 1987.
------------------
Continuing Directors--Term Expires in 1998
------------------
-------- ERROLL B. DAVIS, JR., President and Chief Executive Officer,
Wisconsin Power and Light Company and WPL Holdings, Inc. Mr.
PHOTO Davis, 51, has been a Director of PPG since 1994. He has been
President of Wisconsin Power and Light Company, an electric,
-------- gas and water utility company since 1987, and Chief Executive
Officer since 1988. He has been President and Chief Executive
Officer of WPL Holdings, Inc. the parent company of Wisconsin
Power and Light Company, since 1990. He is also a director of
Sentry Insurance Company and Amoco Corporation.
-------- ALLEN J. KROWE, Vice Chairman, Texaco Inc. Mr. Krowe, 63, has
been a Director of PPG since 1987. He has been Vice Chairman
PHOTO of Texaco Inc., an international petroleum company, since
1993, having served as Chief Financial Officer from 1988 to
-------- 1994 and as Senior Vice President from 1988 to 1993. He is
also a director of I.B.J. Schroder Bank & Trust Company and
Texaco Inc.
7
<PAGE> 11
-------- ROBERT MEHRABIAN, President, Carnegie Mellon University. Dr.
Mehrabian, 54, has been a Director of PPG since 1992. He has
PHOTO been President of Carnegie Mellon University, an educational
institution, since 1990. He is also a director of DQE Inc.,
-------- Mellon Bank Corporation and Mellon Bank N.A.
COMMITTEES OF THE BOARD
The Board of Directors has appointed several standing committees, including
an Audit Committee, a Nominating and Governance Committee and an
Officers-Directors Compensation Committee. During 1995, the Board held nine
meetings, while the Audit Committee held three meetings, the Nominating and
Governance Committee four meetings and the Officers-Directors Compensation
Committee five meetings. The average attendance at meetings of the Board and
Committees of the Board during 1995 was over 90 percent, and each Director,
other than Ms. Hooper, attended at least 75 percent of the total number of
meetings of the Board and Committees of the Board on which such Director served.
Ms. Hooper, who was a Director for just three meetings in 1995, was unable to
attend one of them due to commitments she had made prior to her appointment to
the Board. Descriptions of the Audit, Nominating and Governance and Officers-
Directors Compensation Committees are set forth below. None of the members of
those Committees is a past or present employee or Officer 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 of and plans for their future audit programs and to review with
the Company's Officers, the independent public accountants and internal auditors
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 Messrs. Erroll B. Davis, Jr., Stanley C. Gault, Allen J. Krowe,
Robert Mehrabian and David G. Vice.
Nominating and Governance Committee--The Nominating and Governance
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, the persons to be elected by the Board to be
Chairman of the Board, Vice Chairman of the Board, if any, President and the
Executive
8
<PAGE> 12
Officers of the Company, the persons to be appointed by the Board to membership
on the Policy and Planning Committee and the Operating Committee of the Company,
actions to be taken regarding the structure, organization and functioning of the
Board, and the persons to serve as members of the standing and other committees
established by the Board. The Nominating and Governance Committee also annually
reports to the Board the Committee's assessment of the performance of the Board
as a whole. The members of the Nominating and Governance Committee are Messrs.
Allen J. Krowe, Steven C. Mason, Harold A. McInnes, Robert Mehrabian and David
R. Whitwam.
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 1997 Annual Meeting, that date is
November 1, 1996) 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 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 (sometimes referred to in the Compensation Committee
Report on Executive Compensation below as the "Committee") approves, adopts
administers, interprets, amends, suspends and terminates the compensation plans
of the Company applicable to, and fixes the compensation and benefits of, all
Officers of the Company serving as Directors (currently only Mr. Dempsey and Mr.
LeBoeuf) and all Executive Officers of the Company. The members of the
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<PAGE> 13
Officers-Directors Compensation Committee are 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 of the Company receive a basic annual
retainer of $30,000 and a fee of $1,000 for each Board or Committee meeting they
attend. In addition, the members of the Audit Committee receive an annual
retainer of $4,000 while the members of the Nominating and Governance and
Officers-Directors Compensation Committees receive an annual retainer of $3,000
for each Committee. 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, each Director
must defer receipt of such compensation as the Board mandates. Currently, the
Board mandates deferral of one-third of each payment of the basic annual
retainer of each Director. Under the Plan, each Director may also elect to defer
the receipt of all compensation. All deferred payments are held in the form of
Common Stock Equivalents and earn dividend equivalents until paid. Payments will
be made 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' Common Stock Plan, each Director who neither is nor
was an employee of the Company and who serves on the Board of Directors as of
the day following each Annual Meeting of Shareholders is credited with Common
Stock Equivalents worth one-half of the Director's basic annual retainer. No
more than ten annual credits may be made for the account of any Director.
Directors who were less than ten years from age 70 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 age 70, did
not exceed ten. The Common Stock Equivalents held in each Director's account
earn dividend equivalents until paid. Payments will be made in cash.
As part of its overall program to promote charitable giving, the Company
has established a Directors' charitable award program funded by 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.
10
<PAGE> 14
Individual Directors derive no financial benefit from this program since all
charitable deductions accrue solely to the Company.
OTHER TRANSACTIONS
PPG and its subsidiaries purchase products and services from and/or sell
products and services to companies of which certain of the Directors of PPG are
Executive Officers or were Executive Officers during 1995. PPG does not consider
the amounts involved in such transactions material. Such purchases from and
sales to each company involved less than 1% of the consolidated gross revenues
for 1995 of the purchaser and seller and all of such transactions were in the
ordinary course of business and at competitive terms and prices no less
favorable to PPG than those which could be obtained from other parties. 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 which consists
entirely of independent outside Directors met five times in 1995 to establish
Company performance goals, base salary pay levels and target annual bonus
awards, to approve annual bonus payments and to establish and approve long-term
incentives for the CEO and the other four executives named in the compensation
table below (collectively, the "Named Executives") and certain other Officers of
the Company.
Philosophy
The philosophy of the Committee is that the interests of the Company and
its shareholders require attracting and retaining the best possible executive
talent, motivating executives to achieve goals which support business strategies
and linking executive and shareholder interests. The Committee believes this is
generally best accomplished by compensating the CEO and other Executive Officers
(referred to collectively in this Proxy Statement as the "Executives")
competitively while having a significant portion of their total compensation
variable and related to the performance of the Company against established goals
and their overall personal performance in directing the enterprise and by
utilization of equity-based plans for a portion of compensation.
Annual Compensation Programs
The levels of base salary and target annual bonuses for the Executives,
including Named Executives, are established annually under a program also
applicable to other professional associates. Total annual compensation is
targeted at the arithmetic average (mean) of a group of
11
<PAGE> 15
comparison companies selected because of their traditionally high Return on
Equity (ROE) performance and the availability of their compensation data. The
Committee believes that the most direct competitors for executive talent are not
necessarily 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 Shareholder Return graph on page 23.
The Executives' base salaries are maintained below the average of the
salary range midpoints of the group of comparison companies. Annual bonus awards
under the Company's Incentive Compensation Plan for Key Employees are then
targeted at a level which, when combined with base salaries, would 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 financial performance meets or exceeds targets
established by the Committee and individual performance contributes to meeting
strategic objectives of the Company. Annual bonus compensation will be below the
average of the comparison companies when Company financial performance does not
meet targets and/or individual performance does not have a positive effect on
strategic objectives. The financial performance targets established by the
Committee are based on sales growth, Return on Capital (ROC) and cash return on
invested capital. Certain one time accounting adjustments are not included in
determining ROC and cash return on invested capital. Bonus awards are calculated
using these financial targets and are increased or decreased based on an
assessment of personal performance related to achievement of strategic
objectives of the Company. The personal performance rating for the CEO is
determined by the Committee and the other 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 sales growth,
ROC, and cash return on invested capital are not achieved, no awards are granted
by the Committee. The Committee has traditionally determined that 20% of the
annual bonus award be 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 incentive 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
12
<PAGE> 16
competitive with opportunities available elsewhere in industry and encourage
them to continue in the employ of the Company.
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 group of comparison
companies. The number of stock options granted to each executive is determined
so that an estimate of potential value of the Options when combined with annual
compensation discussed above will approximate total annual and long-term
compensation paid to executives in the comparison companies. The number of
Option shares granted is not determined by past performance. The number of stock
options granted is not dependent on the number granted in the past or the number
presently held. 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.
Also, as shown in the Option Grant Table and related footnotes on pages 18
and 19, some Named Executives 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, thereby building their stock ownership to better align their interests
with the interests of shareholders.
CEO Compensation
Mr. Dempsey's base salary for 1995 was raised 3.9% over his base salary for
1994. This salary change was based on the competitive base salary program
described above. His annual bonus for 1995 was based 80% on Company financial
goals and 20% on non-financial goals related to his performance against
strategic objectives of the Company. Financial goals were weighted equally
related to sales growth, ROC and cash return on invested capital. The financial
performance of the Company in 1995 significantly exceeded those targets. The
Committee also rated the CEO's 1995 performance toward achieving strategic
objectives related to succession planning, growth initiatives, strategic
planning, capital allocation, responsiveness to PPG's shareholders and the
general management of corporate issues as exceeding requirements. Mr. Dempsey's
1995 annual bonus, therefore, exceeded established targets.
Mr. Dempsey was granted 77,500 stock options at fair market value on the
date of grant consistent with the Committee philosophy that the estimated value
of the Options combined with targeted annual compensation will be competitive
with total annual and long-term compensation provided by the group of comparison
companies.
Mr. Dempsey also received Restored Options for 31,368 shares in 1995 under
the Restored Option provisions of the 1984 Stock Option Plan.
13
<PAGE> 17
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 1994 base salaries consistent with our base pay practice
discussed above. Messrs. R. W. LeBoeuf's and F. A. Archinaco's increase in base
salary over 1994 includes recognition of their performance in their new
responsibilities consistent with our base salary compensation practices to reach
a more competitive position in their salary range.
The Other Named Executives' annual bonus awards were based on Company and
business unit financial performance measures and non-financial measures directly
related to their corporate or strategic business unit objectives. Annual bonus
awards of three of the four Other Named Executives were higher in 1995 than in
1994 and all awards were higher than target awards established by the Committee.
Company performance and two of the three strategic business units' financial
performance exceeded targets and personal performance against non-financial
measures met or exceeded requirements.
The number of Options granted to Other Named Executives is related to the
level of responsibility determined by the Optionee's job grade level on the date
of grant. Job grade levels are established by an evaluation methodology
developed by an independent consultant. The 1995 Option grants are consistent
with our philosophy cited above and represent a level of long-term incentives
which are competitive with the average provided by our group of comparison
companies to individuals holding positions with similar levels of
responsibility. The Other Named Executives also received Restored Options as
stated in the Option/SAR Grants in the Last Fiscal Year table on page 18.
Gains realized from exercising Options under the long-term incentive 1984
Stock Option Plan are exempt from the deductibility limitations under Section
162(m) of the Internal Revenue Code. Compensation paid from the annual bonus
plan does not qualify for exemption from deductibility limits under Section
162(m). The Committee believes the annual bonus plan must be sufficiently
flexible to allow the Committee to adjust awards appropriately for the effect of
unusual events such as acquisitions, divestitures and other major corporate,
accounting or legal changes impacting on sales growth, ROC and cash return on
invested capital. This ability to exercise discretion under the terms of the
annual bonus plan in the view of the Committee is in the best interest of the
Company and its shareholders and outweighs the need to qualify all plans so that
income paid through the plans is exempt from the deductibility limits of Section
162(m) of the Internal Revenue Code. Nonetheless, all taxable income for 1995 of
the CEO and Other Named Executives qualified under Section 162(m) as deductible
by the Company.
14
<PAGE> 18
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 stock appreciation. The Officers-Directors
Compensation Committee intends to continue the policy of linking executive
compensation to corporate performance and returns to shareholders.
<TABLE>
<S> <C>
The Officers-Directors Compensation Committee:
Stanley C. Gault Steven C. Mason
Harold A. McInnes David G. Vice
David R. Whitwam
</TABLE>
15
<PAGE> 19
SUMMARY OF NAMED EXECUTIVES' COMPENSATION
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, 1995, 1994 and 1993, of those persons who (i) served as the
Chief Executive Officer of the Company at any time during 1995 and (ii) the
other four most highly compensated Executive Officers of the Company at December
31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
-------------------------
Annual Compensation Awards
------------------------------------- -------------------------
Other Securities
Annual Underlying All Other
Name and Bonus($) Compensa- Options/SARs Compensa-
Principal Position Year Salary($) (1) tion($) (#) tion($)(2)
- --------------------- ---- --------- ----------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
J. E. Dempsey 1995 640,667 1,440,000 30,956 108,868 11,722
Chairman and Chief 1994 616,667 1,360,000 27,145 112,948 7,041
Executive Officer 1993 250,000 312,000 730 50,000 348,969
(Eff. 9/1/93)(3)
R. W. LeBoeuf 1995 387,367 625,000 7,315 158,094 20,585
President and Chief 1994 335,483 600,000 5,130 89,332 11,073
Operating Officer 1993 273,958 275,000 0 84,592 16,617
R. D. Duncan 1995 387,800 625,000 4,791 107,429 10,033
Executive Vice 1994 364,983 600,000 5,258 150,759 5,572
President 1993 319,600 376,000 0 90,958 8,336
P. R. Heinze 1995 320,933 385,000 1,375 61,424 9,781
Sr. Vice President, 1994 307,617 420,000 859 55,277 6,902
Chemicals 1993 279,076 190,000 0 55,254 11,841
F. A. Archinaco 1995 291,567 325,000 2,286 82,757 14,081
Sr. Vice President, 1994 257,617 283,500 2,082 63,647 8,302
Glass 1993 219,750 241,500 0 36,754 11,449
- ------------
<FN>
(1) Cash and market value of Common Stock awarded.
(2) The following are included in the amounts shown under All Other Compensation
for 1995: (i) Company contributions under the Company's Employee Savings
Plan of $9,000 each for Messrs. Dempsey, LeBoeuf, Duncan, Heinze, and
Archinaco; (ii) credits under the Company's Benefit Account Plan of $300
each for Messrs. Dempsey, LeBoeuf, Duncan, Heinze, and Archinaco; (iii)
premiums paid with respect to life insurance for the benefit of
</TABLE>
16
<PAGE> 20
Messrs. Dempsey, LeBoeuf, Duncan, Heinze, and Archinaco of $2,422, $418,
$733, $481, and $405 respectively. The amount shown for Mr. LeBoeuf includes
$10,867 and the amount shown for Mr. Archinaco includes $4,375, which are
the portions of interest earned on certain deferred compensation above 120%
of the applicable federal rate. The amount shown for Mr. Dempsey in 1993
includes $346,250, which was the August 2, 1993 market value of 10,000
shares of PPG Common Stock which were granted to Mr. Dempsey when he joined
PPG.
(3) Mr. Dempsey was employed as Chairman and Chief Executive Officer-Elect
effective August 1, 1993 and became Chairman and Chief Executive Officer on
September 1, 1993.
OPTION GRANTS
Shown below is further information on grants of Options, including Restored
Options, under the Company's Stock Option Plan during fiscal year 1995 to the
Named Executives. All of the Options granted in 1995 were Nonqualified Options,
as are all outstanding Options. No Stock Appreciation Rights were granted in
1995 and none are outstanding.
17
<PAGE> 21
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------
Percent
Number of of Total Potential Realizable Value at
Securities Options/SARs Assumed Annual Rates of Stock Price
Underlying Granted to Exercise or Appreciation for Option Term (2)
Options/SARs Employees in Base Price Expiration ---------------------------------------
Name Granted(#)(1) Fiscal 1995 ($/Share) Date 0%($)(3) 5%($) 10%($)
- ----------------------- ------------ ------------ ----------- --------- ------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. E. Dempsey 77,500 3.4 37.500 2/14/2005 0 1,827,450 4,632,175
14,354 0.7 40.000 8/01/2003 0 274,161 656,552
17,014 0.8 46.500 8/01/2003 0 377,711 904,805
R. W. LeBoeuf 47,000 2.1 37.500 2/14/2005 0 1,108,260 2,809,190
3,428 0.2 41.750 2/17/1997 0 14,672 30,064
3,258 0.2 41.750 2/16/1998 0 21,438 45,026
7,124 0.3 41.750 2/15/1999 0 64,116 138,063
10,803 0.5 41.750 2/11/2000 0 124,559 275,368
25,213 1.1 41.750 2/18/2002 0 428,621 998,687
24,362 1.1 45.125 2/18/2002 0 447,652 1,043,059
36,906 1.6 45.125 2/16/2003 0 795,140 1,904,534
R. D. Duncan 47,000 2.1 37.500 2/14/2005 0 1,108,260 2,809,190
1,012 0.1 42.000 2/18/1996 (5) (5) (5)
15,387 0.7 42.000 2/19/2001 0 219,726 498,693
13,834 0.6 42.000 2/18/2002 0 236,561 551,285
30,196 1.3 42.000 2/16/2003 0 605,430 1,450,314
P. R. Heinze 39,000 1.7 37.500 2/14/2005 0 919,620 2,331,030
10,240 0.5 40.500 2/16/2003 0 198,042 474,317
12,184 0.6 45.125 2/16/2003 0 262,504 628,755
F. A. Archinaco 30,000 1.3 37.500 2/14/2005 0 707,400 1,793,100
2,395 0.1 41.000 2/19/2001 0 33,386 75,754
22,460 1.0 41.000 2/18/2002 0 374,857 873,694
5,132 0.3 45.750 2/19/2001 0 79,854 181,160
13,780 0.6 45.750 2/18/2002 0 256,584 598,052
8,990 0.4 45.750 2/16/2003 0 196,342 470,357
All Shareholders(4) 0 4,585,131,000 11,622,276,000
Named Executive
Officers' Gain as % of
All Shareholders' Gain 0% 0.233% 0.225%
</TABLE>
18
<PAGE> 22
- ------------
(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. Five of the Options shown were granted
on February 15, 1995, at an Exercise Price of $37.50 and became exercisable
one year after the date of grant. These five options expire on February 14,
2005. The other Options shown on the table were granted to 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, 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") covering the number of shares
equal to the number of shares surrendered (or certified as to ownership) to
cover the purchase price 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 result 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 PPG's Common 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 stock price. A
zero percent gain in stock price will result in zero gain for the Optionee.
(4) Based on 194,450,000 issued shares (other than Treasury 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
15, 1995, grant.
(5) No future appreciation is shown since this grant was exercised on 1/31/96.
19
<PAGE> 23
OPTION EXERCISES AND FISCAL YEAR-END VALUES
Shown below is information with respect to exercises during 1995 of Options
granted under the Company's Stock Option Plan and information with respect to
unexercised Options granted in 1995 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
Shares December 31, 1995(#) at December 31, 1995($)(1)
Acquired on Value ---------------------------- ----------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. E. Dempsey 34,511 310,492 128,780 94,514 827,389 639,375
R. W. LeBoeuf 121,833 1,037,623 129,535 108,268 915,915 426,043
R. D. Duncan 65,158 435,115 222,458 47,000 1,421,056 387,750
P. R. Heinze 25,040 251,930 84,644 51,184 654,468 329,365
F. A. Archinaco 57,091 418,433 78,719 57,902 515,398 247,500
- ------------
<FN>
(1) Based on the closing price on the New York Stock Exchange-Composite
Transactions of the Company's Common Stock on December 29, 1995 (last
trading day of fiscal year), which was $45.75 per share.
</TABLE>
20
<PAGE> 24
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 January 1996, and date of birth in
1930) are estimated in the following table.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Base and
Incentive
5-Year Avg. Credited Years-of-Service
Total ------------------------------------------------------------
Compensation 15 20 25 30 35
- ----------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 125,000 $ 24,946 $ 33,261 $ 41,576 $ 49,891 $ 58,206
150,000 30,946 41,261 51,576 61,891 72,206
200,000 42,946 57,261 71,576 85,891 100,206
300,000 66,946 89,261 111,576 133,891 156,206
400,000 90,946 121,261 151,576 181,891 212,206
500,000 114,946 153,261 191,576 229,891 268,206
600,000 138,946 185,261 231,576 277,891 324,206
750,000 174,946 233,261 291,576 349,891 408,206
850,000 198,946 265,261 331,576 397,891 464,206
1,000,000 234,946 313,261 391,576 469,891 548,206
1,150,000 270,946 361,261 451,576 541,891 632,206
</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 16 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
21
<PAGE> 25
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. The highest five-year average annual covered compensation
under both plans through 1995 for Messrs. Dempsey, LeBoeuf, Duncan, Heinze and
Archinaco is $958,124, $585,062, $670,277, $441,354 and $420,004, 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. Dempsey has two and one-half years of service, Mr. LeBoeuf fifteen years,
Mr. Duncan thirty-four years, Mr. Heinze three and one-half years and Mr.
Archinaco thirty and one-half 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 up to three years
following a change in control of the Company. The employment agreements
contemplate that during such three-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 (a) for any reason by the executive during a thirty day
window period beginning one year after a change in control, (b) at any time
during the three years following a change in control by the executive because
either he has not been employed in a commensurate capacity or he has not been
commensurately compensated, or (c) by the Company at any time during the three
years following a change in control other than for cause, the executive would be
entitled to receive , subject to certain conditions, a payment. This payment
would basically be the salary and the awards under the Incentive Compensation
Plan that he would have received for (i) the next two years (or the executive's
retirement date if earlier) if the termination was under situation (a) above or
(ii) for the next three years (or the executive's retirement date if earlier) if
the termination was under situations (b) or (c) above.
In connection with the employment by the Company on August 1, 1993 of Mr.
Dempsey, the Company granted him 10,000 shares of Common Stock. The grant
prohibits the sale or transfer of such shares until August 1, 1996.
22
<PAGE> 26
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, 1990 and ending December 31, 1995. 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 2, 1996. The information presented in the graph assumes
that the investment in the Company's Common Stock and each Index was $100 on
December 31, 1990 and that all dividends were reinvested.
------------------------
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
PPG INDUSTRIES, INC., DOW JONES INDUSTRIAL DIVERSIFIED INDEX AND S&P 500 INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) S&P 500 DJID PPG
<S> <C> <C> <C>
'90 100 100 100
'91 130 124 111
'92 140 144 149
'93 154 176 177
'94 156 162 179
'95 215 212 226
</TABLE>
23
<PAGE> 27
ELECTION OF AUDITORS
It is proposed that action be taken at the Meeting with respect to the
election of Deloitte & Touche LLP, Certified Public Accountants, as Auditors for
the Company for the year 1996. Deloitte & Touche LLP have been regularly engaged
by the Company for many years for the examination of accounts and other
purposes. Representatives of Deloitte & Touche LLP 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 LLP AS AUDITORS FOR THE
COMPANY FOR THE YEAR 1996.
------------------------
MISCELLANEOUS
VOTE REQUIRED
The Annual Meeting of Shareholders will not be organized for the
transaction of business unless a quorum is present. The presence in person or by
proxy of shareholders entitled to cast at least a majority of the votes that all
shareholders are entitled to cast shall constitute a quorum. 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 number of nominees to be elected in each
class who receive the greatest number of votes cast at the Annual Meeting by the
holders of the Common Stock present in person or by proxy and entitled to vote,
assuming the presence of a quorum, will be elected as Directors. 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.
Approval of the proposal to elect Deloitte & Touche LLP as Auditors for the
Company for the year 1996 requires the affirmative vote of a majority of the
votes cast on the proposal, assuming the presence of a quorum.
Pennsylvania law provides that abstentions or votes withheld and broker
non-votes are not votes cast. Therefore, with respect to the election of
Directors and the election of Deloitte & Touche LLP as Auditors for the Company,
abstentions, votes withheld and broker non-votes do not count either for or
against such election.
24
<PAGE> 28
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 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.
SHAREHOLDER PROPOSALS
Proposals which shareholders intend to present for consideration at the
1997 Annual Meeting of Shareholders must be received by the Secretary of the
Company not later than November 1, 1996, in order to be eligible for inclusion
in the Proxy Statement and Proxy and Voting Instruction Card relating to such
Annual Meeting.
SECTION 16(A) REPORTING
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 copies of such reports furnished
to the Company and written representations that no other reports were required,
the required filings of all such Directors and Executive Officers were filed
timely except that the Company was inadvertently 24 days late in filing a Form 4
on behalf of Mr. Duncan reporting the sale of 5,145 shares of Common Stock of
the Company.
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
and Voting Instruction Card that the shares represented thereby are not to be
voted on such other matters.
Pittsburgh, Pennsylvania
March 1, 1996
25
<PAGE> 29
PPG INDUSTRIES, INC.
ONE PPG PLACE, PITTSBURGH, PENNSYLVANIA 15272
PROXY AND VOTING INSTRUCTION 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 18, 1996.
The undersigned, having received the Notice of Annual Meeting of Shareholders
and Proxy Statement, each dated March 1, 1996, hereby appoints J.E. DEMPSEY,
H.K. LINGE 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 1996 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 FOR DIRECTORS PROPOSED BY THE
BOARD OF DIRECTORS (THOSE NOMINEES ARE HAROLD A. MCINNES TO A CLASS WHOSE TERM
EXPIRES IN 1988 AND MICHELE J. HOOPER, RAYMOND W. LEBOEUF, VINCENT A. SARNI AND
DAVID G. VICE TO A CLASS WHOSE TERM EXPIRES IN 1999), AND FOR THE ELECTION OF
DELOITTE & TOUCHE LLP AS AUDITORS FOR 1996. Shares to be voted FOR the election
of the nominees proposed by the Board of Directors as to each class will be
voted cumulatively as to each class 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" ITEMS 1 AND 2
---------------------------------------------------------
FOR WITHHELD
1. ELECTION OF FIVE DIRECTORS: [ ] [ ]
(See Reverse)
FOR, EXCEPT VOTE WITHHELD FROM
THE FOLLOWING NOMINEES:
------------------------------
---------------------------------------------------------
FOR AGAINST ABSTAIN
2. ELECTION OF [ ] [ ] [ ]
DELOITTE & TOUCHE LLP
AS AUDITORS FOR 1996:
---------------------------------------------------------
- --------------------------------------------------- ---------------, 1996
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> 30
Please mark your
votes as indicated [ X ]
in this example
PPG INDUSTRIES, INC.
LOGO One PPG Place PROXY AND VOTING INSTRUCTION CARD
Pittsburgh, PA 15272
- --------------------------------------------------------------------------------
PPG'S DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1 AND 2.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1. ELECTION OF FIVE DIRECTORS FOR WITHHELD 2. ELECTION OF
(See Reverse) [ ] [ ] DELOITTE & FOR AGAINST ABSTAIN
TOUCHE LLP [ ] [ ] [ ]
FOR, EXCEPT VOTE WITHHELD FROM THE AS AUDITORS
FOLLOWING NOMINEE(S): FOR 1996.
_____________________________________________
To obtain an Admission card to the Annual
Meeting, place an "X" in the box to the right. [ ]
______________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________
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
</TABLE>
PPG INDUSTRIES, INC.
LOGO One PPG Place
Pittsburgh, PA 15272
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 18, 1996
The Annual Meeting of Shareholders of PPG Industries, Inc. will be held on
Thursday, April 18, 1996 at The Pittsburgh Hilton and Towers, Gateway Center,
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> 31
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF PPG INDUSTRIES, INC. FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 18, 1996.
The undersigned, having received the Notice of Annual Meeting of Shareholders
and Proxy Statement, each dated March 1, 1996, hereby appoints J.E. DEMPSEY,
H.K. LINGE 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 1996 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 HAROLD A. MCINNES TO A CLASS WHOSE
TERM EXPIRES IN 1998 AND MICHELE J. HOOPER, RAYMOND W. LEBOEUF, VINCENT A. SARNI
AND DAVID G. VICE TO A CLASS WHOSE TERM EXPIRES IN 1999) AND FOR THE ELECTION OF
DELOITTE & TOUCHE LLP AS AUDITORS FOR 1996. Shares to be voted FOR the election
of the nominees proposed by the Board of Directors as to each class will be
voted cumulatively, as to each class 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
