Good morning, ladies and gentlemen, and welcome to PPG Industries, Inc. Annual Meeting. I will now turn the call over to your presenters. Please go ahead.
Good morning. The 2026 annual meeting of shareholders of PPG Industries, Inc. 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 143rd annual meeting. I would like to call your attention to our disclaimer of forward-looking statements being shown on the slide presentation. Please note our rules of conduct for this 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. An agenda for the meeting is being shown on the slide presentation.
Including myself, these are the directors who are all in attendance today that are standing for election at this meeting to serve until the 2027 annual meeting of shareholders and until their successor is elected and qualified, or their earlier retirement or resignation. Kathy Fortmann, Chief Executive Officer of Amyris. Melanie Healey, former Group President, North America, The Procter & Gamble Company. Gary Heminger, Retired Chairman and Chief Executive Officer of Marathon Petroleum Corporation. Michael Lamach, Retired Executive Chair and Chief Executive Officer of Trane Technologies PLC. Kathleen Ligocki, former Chief Executive Officer of Agility Fuel Solutions LLC. Michael Nally, Chief Executive Officer of Generate Biomedicines, Inc. and CEO partner of Flagship Pioneering. Guillermo Novo, Chairman and Chief Executive Officer of Ashland Inc. Christopher Roberts, Senior Vice President, Global SH&E, Ecolab Inc. Todd Schneider, President and Chief Executive Officer, Cintas Corporation.
Catherine Smith, Executive Vice President and Chief Financial Officer, Starbucks Corporation, and Leon Topalian, Chair, President, and Chief Executive Officer, Nucor Corporation. Also with us for this meeting are Joe Gette, Senior Vice President, General Counsel, and Secretary. Vince Morales, Senior Vice President and Chief Financial Officer. Peter Votruba-Drzal, Vice President, Global Sustainability. Rob Massy, Senior Vice President and Chief Human Resources Officer, and Alex Lopez, Director, Investor Relations. Many members of PPG's operating committee and management team are also attending virtually. Mr. Gette will now report on certain official business matters.
Mr. Chairman, a notice of this meeting was made available on a timely basis commencing March 5, 2026, to all shareholders of record as of the close of business on February 20, 2026. I am pleased to report that a quorum is present, with approximately 89% 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 Alex Lopez, who will act as chair, Greg Gordon, and Ana Salas. The proxies received from shareholders have been inspected and counted by an independent proxy inspector from Broadridge Financial Solutions, Inc. 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 2027. 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 Fortmann, Melanie Healey, Gary Heminger, Timothy M. Knavish, Michael Lamach, Kathleen Ligocki, Michael Nally, Guillermo Novo, Christopher Roberts, Todd Schneider, Catherine Smith, and Leon Topalian. 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 by 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 2026. The fourth matter to come before the meeting is a proposal to approve the PPG Industries, Inc. 2026 Omnibus Incentive Plan.
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. Board of Directors has recommended that 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's representative to present his shareholder proposal requesting that the board of directors adopt a policy requiring an independent board chair.
Good morning. Can you hear me okay?
Yes, we can.
Okay.
Proposal 5, independent board chairman. Sponsored by John Chevedden. Shareholders request that the board of directors adopt an enduring policy and amend the governing documents, including the corporate governance guidelines, in order that two separate people hold the office of the chairman and the office of the CEO as soon as possible. The chairman of the board shall be an independent director. A lead director shall not be a substitute for an independent board chairman. The board shall have the discretion to select an interim chairman of the board, who is not an independent director, to serve while the board is required to seek an independent chairman of the board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition, although it is better to adopt it now.
An independent board chairman, at all times, improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. Now would be a good time for this policy, since PPG Industries stock was at $183 in 2021, and it is at only $110 now despite a robust stock market. Please vote yes, independent board chairman, proposal number five. Thank you.
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 instructions, and submitting your vote. While shareholders have the opportunity to vote, I will highlight a few of our key achievements in 2025 and discuss our strategy to drive shareholder value in the near and long term.
You may follow the slides electronically on the internet portal. As we reflect on 2025, I am proud of the global PPG team that demonstrated resilience, discipline, and a commitment to delivering value for our customers and shareholders while demonstrating our purpose to protect and beautify the world. Building on a strong foundation, we navigated opportunities and challenges while continuing to strengthen our position as a global leader in coatings, specialty products, and productivity solutions for our customers. Safety remains our most important core value, and 2025 was a milestone year in safety performance for PPG, achieving the lowest injury and illness rate in company history, well below our target for the year.
To build upon this momentum in 2026, we are focused on incident reduction driven by data analysis, strengthening our partnership with internal stakeholders in manufacturing, and continuing our focus on driving a safety culture at PPG locations around the world. Now I'll take a few minutes to review our business highlights from 2025. 2025, we delivered sales volume and selling price growth for all four quarters, resulting in an increase of 2% in organic sales. This strong performance was led by double-digit percentage growth in Aerospace and Protective & Marine Coatings, and high single-digit percentage growth in Packaging Coatings. Full year 2025 net sales were $15.9 billion, flat compared with 2024, with higher sales volumes and selling prices and favorable foreign currency translation offset by the impact of business divestitures.
Following our strategic divestitures in 2024, we strengthened our financial profile and further sharpened the focus on driving our enterprise growth strategy. This allowed us to deliver stronger commercial and innovation execution, resulting in positive momentum throughout 2025 and into 2026. 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 2025 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 in 2025 enabled PPG to continue to reward our shareholders throughout the year by returning a total of $1.4 billion to them, including approximately $630 million in dividends and $790 million in share repurchases. We also extended our record of paying uninterrupted annual dividends for 126 years and increasing dividends for 54 consecutive years.
We remain focused on creating additional value for our shareholders, customers, and employees. To that end, I am pleased to announce that our board of directors authorized a per share dividend of $0.71. Our digital transformation continued to be a major enabler of internal operational efficiency and a growing customer experience. This transformation created new pathways for growth in 2025, including the expansion of global e-commerce platforms and the increased use of AI in manufacturing and product development. From AI design coatings like PPG Deltron NXT Premium Glamour Speed Clearc oat to our color visualizer, our teams at PPG are using contemporary digital tools to shorten development cycles, reduce waste, and improve productivity. Sustainability has also remained an important focus area that will continue to influence technology development based on evolving customer needs.
Sustainably advantaged products accounted for 43% of PPG's 2025 sales, reflecting our continued focus on technologies that use less water and energy and reduce emissions across the value chain. I am proud of our continued progress in these important areas. Our latest all-digital sustainability report is scheduled to be published next month. Our community investments in 2025 totaled $18.1 million, supporting hundreds of community organizations worldwide. As part of this, our Colorful Communities program brought together PPG volunteers and customers, PPG products, and financial support to rejuvenate community spaces. We celebrated last year the 10-year milestone of the global program, completing 43 projects in 23 countries. We also extended the Colorful Communities program for an additional 10 years, committing $15 million to celebrate the next decade of the program. As we look ahead, I am encouraged by our organic growth momentum and what we will achieve in 2026.
We remain focused on executing our enterprise growth strategy and achieving our vision to be the first choice partner for our customers' evolving needs. Despite the macroeconomic environment, we expect organic sales growth in the range of flat to a positive low single-digit percentage and earnings per share growth of a mid-single-digit percentage for the year. This reflects the strength of our focused organization and our sharpened portfolio of technology-advantaged products and services. Our balance sheet also remains strong, which continues to provide us with financial flexibility, and we remain committed to driving shareholder value creation. We are focused on accelerating our momentum, and we remain committed to our purpose: we protect and beautify the world, which marks its 10th year in 2026. We are confident that our sharpened portfolio, ongoing financial discipline, and innovation capabilities will continue to position us as our customers' first choice partner.
Thank you for your continued confidence and investment in PPG. Shareholders have now voted. Accordingly, I declare that the polls are closed. We will now have a report from the judges of election 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 Fortmann, Melanie Healey, Gary Heminger, Timothy Knavish, Michael Lamach, Kathleen Ligocki, Michael Nally, Guillermo Novo, Christopher Roberts, Todd Schneider, Catherine Smith, and Leon Topalian. The proposal to approve the compensation of the company's named executive officers on an advisory basis has been approved with 94% 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 2026 has been approved with 99% of the shares present in person or by proxy voting for the proposal. The proposal to approve the PPG Industries Inc.
2026 Omnibus Incentive Plan has been approved with 97% of the shares present in person or by proxy voting for the proposal. The shareholder proposal to adopt a policy requiring an independent board chair has not been approved, with 32% 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?
Second.
All those in favor say 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. Mr. Gette, please read the first question.
The first question is from Michael Ruggieri. "Good morning. Thank you for taking my question. It has been 10 years since I retired. At that time, the retiree healthcare benefit was $125 per month. Since that time, healthcare costs have increased on average by about 5% per year. Yet the retiree healthcare benefit has remained unchanged at $125 per month. As Frank Mitsch might say, can you give us some color on how we should view that going forward?
I would like Mr. Massy, our CHRO, to answer that question. Thank you for the question, Mike.
Mike, thank you very much for the question. We have an internal benefits department whose job it is to monitor the market and really proactively manage our healthcare programs and costs. They look year- over- year to try to maintain or reduce the costs lower than inflation, which then allows us as a management team to set rates that really balance the needs of the employees, the needs of our retirees, and the needs of the company. That allows us to maintain the benefit, the retiree benefit at $125, and really try to maximize the value of the plan to all participants. We will continue that practice moving forward, and we will do that review on an annual basis.
Thanks, Rob. Second question is also from Michael Ruggieri. When the company announced its strategic review on February 26, 2024, comments included a 200-300 basis points margin improvement if the business had not been in the portfolio. The share price on that date was $141.40. Today, the stock is trading around $114. Recognizing many factors influence the share price, it doesn't seem that the market has rewarded the portfolio restructuring. How do you change that perception and elevate the share price?
Yeah, I'll take that one. This is Tim. Mike, thanks for the question. We did raise our margin profile as a company with the sale of that business, as well as raised our organic growth profile as a company by selling that business. We have been able to be much more focused on our resources, both human resources, management bandwidth, as well as capital investments and cash, since selling that business. We've achieved our strategic objectives. As you stated in your question, there's been a lot of things that have driven market and stock price since then. We've had tariffs, we've had geopolitical tensions, we've had wars, including a recent one now that's driving a lot of stock price behavior too. A lot of external factors.
I am quite confident that as we move forward through time and we're able to focus those resources on those businesses where we have a much stronger opportunity to differentiate and capture value and deliver value to our shareholders, that you'll see that stock price respond. In fact, over the last 12 months, if you look at the share price relative to some of our coatings peers, PPG is up approximately 15%, Sherwin-Williams is up approximately 1%, Masco's up approximately 5%, RPM's up approximately 3%. We are starting to see that momentum come through, Mike. It was absolutely the right thing to do for our company, for our shareholders, for our customers, and for our employees, and you'll see that playing out over time. Thanks again for the question, Mike. This concludes the business of this meeting.
Thank you for attending, and more importantly, thank you for your continued interest in and support of PPG.
Ladies and gentlemen, this concludes today's meeting. We thank you for participating. You may now disconnect your line.