Thank you for standing by.
Good morning.
Welcome to the PPG Industries meeting. I will now turn the call over to Tim Knavish. Please go ahead.
Good morning. The 2025 Annual Meeting of Shareholders of PPG Industries is called to order. I am Tim Knavish, Chairman of the Board and Chief Executive Officer. On behalf of PPG Associates Worldwide and the Board of Directors, I welcome the shareholders of PPG to our 142nd Annual Meeting. I would like to begin this morning by introducing the PPG Board of Directors who are in attendance via this webcast.
Including myself, these are the directors who are standing for election at this meeting to serve in a class whose term expires in 2026: Kathy L. Fortmann, Chief Executive Officer of Amyris; Melanie L. Healey, former Group President, North America the Procter & Gamble Company; Gary R. Heminger, retired Chairman and Chief Executive Officer of Marathon Petroleum Corporation; Michael Lamach, retired Executive Chair and Chief Executive Officer of Trane Technologies; Kathleen A. Ligocki, former Chief Executive Officer of Agility Fuel Solutions; Michael T. Nally, Chief Executive Officer of Generate Biomedicines and CEO Partner of Flagship Pioneering; Guillermo Novo, Chairman and Chief Executive Officer of Ashland; Christopher Roberts, Senior Vice President, Global Safety, Health, and Environment for Ecolab; and Catherine Smith, Executive Vice President and Chief Financial Officer of Starbucks Corporation.
I would also like to pay special tribute to Martin Richenhagen, retired Chairman, President, and Chief Executive Officer of AGCO Corporation, who will retire from the Board effective at the end of this Annual Meeting after 17 years of distinguished service to PPG.
Also with us for this meeting are Anne Foulkes, Senior Vice President and General Counsel, Vince Morales, Senior Vice President and Chief Financial Officer, Peter Votruba-Drzal, Vice President of Global Sustainability, Robert Massy, Senior Vice President and Chief Human Resources Officer, and Joe Gette, Vice President, Deputy General Counsel and Secretary. Many members of PPG's Operating Committee and Management Team are also attending virtually. An agenda for the meeting is being shown on the slide presentation. I would also like to call your attention to our disclaimer of forward-looking statements included on the agenda and in the slides. Please note our rules of conduct for the meeting. Later in the agenda, there will be an opportunity for questions from shareholders to be answered.
If you pre-registered for the meeting using your control number, you should now submit your questions through the Internet portal, and we will try to answer your questions during the time allotted later in the meeting. Mr. Gette will now report on certain official business matters.
Mr. Chairman, the notice of this meeting was made available on a timely basis, commencing March 6, 2025, to all shareholders of record as of the close of business on February 21, 2025. I am pleased to report that a quorum is present, with approximately 86% of the issued and outstanding common stock being represented at the meeting by proxy, in addition to the stock represented by shareholders attending this meeting through virtual means.
Thank you, Mr. Gette. Before the meeting, the Board of Directors appointed three judges of election to act on the matters to come before the meeting. The judges of election are in attendance and have signed the oath of office. They are Alejandro Lopez, who will act as Chair, Greg Gordon, and Joanne Brown. The proxies received from shareholders have been inspected and counted by an independent proxy inspector from Broadridge Financial Solutions. A representative of the firm is in attendance and has certified the results of the proxy vote. We will now proceed with the matters to come before this meeting. The first item is the election of directors to serve in a class whose term expires in 2026. Nominations are in order.
Mr. Chairman, I nominate the following to serve as directors, each to serve for a term of one year and until their successors shall have been duly elected and qualified, or until their earlier retirement or resignation: Kathy L. Fortmann, Melanie L. Healey, Gary R. Heminger, Timothy Knavish, Michael Lamach, Kathleen A. Ligocki, Michael T. Nally, Guillermo Novo, Christopher Roberts, and Katherine Smith. Further, no written notice was received by the company that any other nomination would be made at this meeting, pursuant to the nomination procedures provided for in the company's bylaws.
Thank you. Because no other nominations are in order, the nominations are closed. The second matter to come before the meeting is a proposal to approve the compensation of the company's named executive officers on an advisory basis. The third matter to come before the meeting is a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2025.
Mr. Chairman, I move that each of these proposals be submitted to the shareholders for a vote.
Is there a second?
I second the motion.
Thank you. These proposals will be voted on by the shareholders. The Board of Directors has recommended the shareholders vote for these proposals. The final matter to come before the meeting is a proposal submitted by John Chevedden. Operator, please connect Mr. Chevedden to present his shareholder proposal requesting shareholder approval of certain executive officer severance agreements.
Mr. Chevedden's line is open.
Hello, this is John Chevedden. Proposal 4: Shareholder ratification of Golden Parachutes. Shareholders request that the Board seek shareholder approval of any senior manager's new or renewed pay package that provides for termination payments with an estimated value exceeding 2.99 times the sum of the executive's base salary plus target short-term bonus. This proposal only applies to the named executive officers.
The Board shall retain the option to seek shareholder approval after material terms are agreed upon. This proposal has already been somewhat successful in triggering the Board to adopt a bare-bones version of this proposal. Without this proposal, the Board would not have even taken that limited action. The Board has also tossed cold water on this meeting by requiring shareholders to register in advance. Shareholders should never have to register in advance at a meeting where they cannot speak.
This proposal is relevant even if there are current Golden Parachute limits. A limit on Golden Parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal, the rules associated with a speed limit provide consequences if the speed limit is exceeded. With this proposal, the consequences are a non-binding shareholder vote is required for unreasonably rich Golden Parachutes. This proposal places no limit on long-term equity pay or any other type pay.
This proposal thus has no impact on the ability to attract executive talent and does not discourage the use of long-term equity pay because it places no limit on Golden Parachutes. It simply requires that overly rich Golden Parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.
This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting Golden Parachutes. This proposal also received between 51% and 65% support at FedEx, Spirit AeroSystems, Alaska Air, and Fiserv. Please vote yes to shareholder ratification of Golden Parachutes Proposal 4.
Is there a second?
I second the motion.
Thank you. The proposal will be voted on by the shareholders. The Board of Directors has recommended that shareholders vote against this proposal for the reasons set forth in the company's proxy statement. The polls are now open. If you have already voted online, by phone, or by mail, your vote has been registered, and you do not need to vote again unless you want to change your vote. If you have not voted or wish to change your vote and you registered for the meeting using a control number, you may vote now by clicking on the link on the meeting website, following the instructions, and submitting your vote.
While shareholders have the opportunity to vote, I will highlight a few of our key achievements in 2024 and discuss our strategy to drive shareholder value in the near and long term.
You may follow the slides electronically on the Internet portal. I first want to thank PPG's approximately 45,000 employees throughout the world who are dedicated to being a trusted partner for customers, delivering value for shareholders, and supporting the communities where we operate. Throughout 2024, our teams demonstrated resilience in a challenging industrial macroeconomic environment and continued to deliver on our purpose to protect and beautify the world. We remain focused every day on keeping our people safe and healthy. Though we finished 2024 slightly above our injury and illness target, we were pleased to see improvement over our performance in 2023. To continue this momentum in 2025, our teams are focused on incident reduction through progressing EHS maturity at our critical sites and directly targeting top contributing incident factors at each site.
Through these efforts and a people-focused mindset, we are building a stronger safety culture at PPG facilities worldwide. Now, I will take a few minutes to review our business highlights from 2020. We have delivered nine consecutive quarters of segment margin expansion through the end of 2024. Full year 2024 net sales from continuing operations were $15.8 billion, and adjusted EPS increased 6%. We delivered record full year 2024 net sales in aerospace, as well as year-over-year sales volume growth in several other businesses, including protective and marine, packaging, and traffic solutions. Thanks goes to the global team who helped PPG achieve these results while supporting our customers' productivity and sustainability needs. I encourage you to read our 2024 performance results and highlights in our recently launched digital annual report, which can be found on ppg.com.
The success of the team's work throughout the year enabled PPG to continue to reward our shareholders throughout 2024 by returning a total of $1.4 billion to them. In 2024, the company paid approximately $620 million in dividends and repurchased $750 million of stock, which represented approximately 3% of our outstanding shares. PPG has also raised its annual dividend payout for 53 consecutive years and has paid uninterrupted annual dividends for 125 years. A key element of our enterprise growth strategy is to focus our resources on markets where we hold leading positions and offer a differentiated portfolio of paints, coatings, and specialty products. In 2024, we further strengthened that focus and optimized our portfolio through the divestitures of both our silica products and our architectural coatings U.S. and Canada businesses.
These divestitures improve our financial profile, including higher operating margins and better position the company to deliver sustainable organic growth. As a result, PPG is a sharper, more focused company. In 2024, we also accelerated PPG's digital transformation by offering customers new innovations to help improve their productivity. One example was our continued growth in subscriptions to our PPG LINQ Services, a suite of digital services that increase productivity for our automotive refinish customers.
We now have more than 2,800 PPG MoonWalk systems and 15,000 PPG LINQ subscriptions around the world, further supporting customer productivity and related share gains. PPG continued to innovate and deliver sustainably advanced solutions based on demand from our customers to improve their productivity and reduce overall value chain impacts. These products comprise more than 40% of total sales in 2024. I am proud of our continued progress in these important areas.
Our latest all-digital sustainability report is scheduled to be published next month. We invested $18.4 million in the communities in which we operate worldwide in 2024. Our funding supported more than 400 community partners and programs that are focused on advancing education and delivering community support while encouraging PPG employee volunteerism. In 2025, the Colorful Communities Program is reaching an important milestone, marking 10 years since the program's launch and a decade of brightening communities around the world alongside our employee volunteers and community partners.
We have extended the Colorful Communities Program for 10 more years and doubled the initial investment to contribute an additional $15 million through 2035, bringing the total investment to more than $25 million. We remain focused on creating additional value for our shareholders, customers, and employees. In addition to delivering on our growth strategy, we're also committed to continuing to reward our shareholders.
To that end, I am pleased to announce that our Board of Directors authorized a per-share dividend of $0.68. As we look ahead, we remain focused on executing our enterprise growth strategy and achieving our vision to be the first-choice partner for our customers' evolving needs. We expect to deliver organic sales growth for the full year based on projected stronger results in the second half of 2025 and the launch of recently won share gains.
Our balance sheet remains strong, which continues to provide us with financial flexibility, and we remain committed to driving shareholder value creation. Thank you to our PPG team around the world who make it happen and deliver on our purpose every day. We protect and beautify the world. Thank you for your continued confidence and investment in PPG. The shareholders have now voted. Accordingly, I declare that the polls are closed.
We will now have a report from the judges of elections on this year's voting matters. Mr. Lopez, please.
Mr. Chairman, on behalf of the judges of election, I present our preliminary voting results showing that the following have been elected directors, each having received a majority of the votes cast: Kathy L. Fortmann, Melanie L. Healey, Gary R. Heminger, Timothy Knavish, Michael Lamach, Kathleen A. Ligocki, Michael T. Nally, Guillermo Novo, Christopher Roberts, and Katherine Smith. The proposal to approve the compensation of the company's named executive officers on an advisory basis has been approved, with 93% of the shares present in person or by proxy voting for the proposal. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2025 has been approved, with 99% of the shares present in person or by proxy voting for the proposal.
The shareholder proposal requesting shareholder approval of certain executive officer severance arrangements has not been approved, with 6% of the shares participating virtually or by proxy voting for the proposal. The final voting results will be filed with the Securities and Exchange Commission within four business days.
Because there is no other formal business scheduled to come before the meeting, the meeting will now be adjourned. After adjournment, I will lead the question and answer session. May I have a motion to adjourn?
Mr. Chairman, I move that this meeting be adjourned.
Is there a second?
I second the motion.
All those in favor say aye.
Aye.
Aye.
Opposed? The meeting stands adjourned, and I will now lead the question and answer session based on questions submitted by shareholders through the virtual meeting website. We will try to answer as many questions as possible but may not have time to get to all of them. So that we may respond to as many shareholders as possible, we ask that each shareholder submit no more than two questions. Ms. Foulkes, please read the first question.
The first question comes from James Wacek. The question is, in the past year, PPG stock has fallen over 25%. Sherwin-Williams, a similar coatings company, has risen about 4%. What is PPG CEO, Chairman, and Board of Directors doing to improve the stock price? Is it time to find a new CEO and Board of Directors?
Yeah, James, this is Tim Knavish. I'll take that. You know, the last portion, I'll leave that up to the board. I work at the pleasure and discretion of the Board of Directors. As for the stock price comparison between PPG and Sherwin, you're correct that they are both coatings companies, but they're very different coatings companies, with Sherwin-Williams largely dedicated to the U.S. market and PPG a much more global and industrial market. In recent times, that difference in portfolio, you know, has benefited one company versus the other. However, I feel strongly that with the portfolio moves that we've made, with the building and execution of the enterprise growth strategy that is now underway, there is a tremendously strong future for PPG going forward, including its shareholders, employees, and customers. Thank you for your question.
The second question comes from Kevin Riley, and the question is, with the sale of AF in the U.S. and Canada, what was the impact on sales, earnings, and the write-off amount?
Hi, Kevin. Nice to hear from you. I hope you're enjoying retirement. This is Tim. I'm going to ask Vince, our CFO, to answer your question.
Hey, Kevin. Good to hear from you as well. As a reminder, we sold the architectural U.S.-Canada business December 1. We did not have a full year of results. Following our GAAP requirements, that business was moved to discontinued operations. We talked a little bit about this on our January earnings call. On an annual basis, the business had approximately $2 billion in sales. The earnings were de minimis, so very low return on sales, of low single digits, as we talked about throughout the year last year and on our January call. The loss on the sale of the business, the GAAP accounting loss, was $285 million.
The next question also comes from Kevin Riley. The question is, several board members have an innovation focus. How is innovation measured? What were the results this past year and expectations for 2025 and beyond?
Okay. Hey, Kevin. Tim again. I'll take that one. Innovation, absolutely critical to the future of our company. And we're proud of both the investment and the execution of what we do in R&D. You know, we measure it in lots of ways. I would point to two high-level metrics that we primarily look at, and it's the % of everything we sell that is classified as a new product.
So we call it % NPS. And the other one is the margin lift or improved profitability that we get from those products. I'll talk about the second one first. We're pleased to have exceeded goal in the new margin lift for new products. And we expect that to continue to happen. And that's important to us as a company and our shareholders because that points to kind of a revitalization of our portfolio for the future.
On new product sales, we did improve new product sales, but we fell just short of our goal as far as percent. By recollection, we were within 1% of our NPS goal for 2024. We are working on improvements to our new product processes and a more focused R&D portfolio to drive improvement in both of those. Thanks for the question, Kevin.
The next question comes from Michael Ruggieri. The question is, the proxy statement section on approved 2024 performance utilized some new, at least to me, terminology for describing executive performance. As examples, Mr. Knavish's performance was described as strong, whereas Mr. McGarry's performance was described as effective. Could you translate strong and effective to HR terminology that was utilized during the era prior to my retirement, such as MET requirements or exceeded requirements?
Hey, Mike, thanks. Good to hear from you. I hope you too are enjoying retirement. I'm going to hand that over to Rob Massy, who is our CHRO.
Hi, Michael. Thanks for the question. The term effective used to be called historically meets expectations, and the term strong used to be known as above expectations.
The next question also comes from Michael Ruggieri. The question is, the Trump administration is causing chaos and confusion in Washington on nearly every front, including economic, financial, and international relationships alliances. While I believe a significant portion of coating sales are sold in the country's regions where they are manufactured, a portion of those manufactured products are exported and are likely subject to tariffs. Can you provide some color on the expected financial impact on expected 2025 financial performance of the tariffs?
Yeah, Mike, Tim again. I'll take this one. I won't comment on the political nature of it. That's not my role as business leader here for PPG. But I will comment on the impact of tariffs on our company. Your memory is correct that most of our products do not cross country borders. So there's very little direct impact on our finished goods sales, marginal at best. We do have some raw materials that will have some impact, and our procurement team is working on mitigation actions for those.
The bigger impact, Mike, and one that we're watching closely, and it's too early to tell, will be what happens on overall demand of our customers' products moving forward because that ultimately will drive the demand for our products to coat those products produced by our customers. As far as quantification, you know, we have not released earnings yet.
I can't release any material nonpublic information here on today's call. I would encourage you to listen to our earnings call on April the 30th for our latest update. As you pointed out, this is something that's changing every day. We've got teams stood up around the world to monitor, adapt, and protect the best interests of PPG's shareholders, employees, and customers. Okay. This concludes with no more questions. This concludes the business of this meeting. Thank you for attending. More importantly, thank you for your continued interest in and support of PPG.
This concludes today's meeting. You may now disconnect.