Form 8-K
AIR PRODUCTS & CHEMICALS INC /DE/ false 0000002969 0000002969 2020-01-23 2020-01-23 0000002969 us-gaap:CommonClassAMember 2020-01-23 2020-01-23 0000002969 apd:M2.000EuroNotesDue20203Member 2020-01-23 2020-01-23 0000002969 apd:M0.375EuroNotesDue20211Member 2020-01-23 2020-01-23 0000002969 apd:M1.000EuroNotesDue20252Member 2020-01-23 2020-01-23

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 23, 2020

 

Air Products and Chemicals, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-04534

 

23-1274455

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

7201 Hamilton Boulevard, Allentown, Pennsylvania

 

18195-1501

(Address of Principal Executive Offices)

 

(Zip Code)

(610) 481-4911

Registrant’s telephone number, including area code

not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $1.00 per share

 

APD

 

New York Stock Exchange

2.000% Euro Notes due 2020

 

APD20

 

New York Stock Exchange

0.375% Euro Notes due 2021

 

APD21B

 

New York Stock Exchange

1.000% Euro Notes due 2025

 

APD25

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


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

On January 23, 2020, Air Products and Chemicals, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders. There were 197,441,109 shares of common stock represented at the meeting by valid proxies or voted in person, which was approximately 89.54% of the shares of common stock entitled to vote at the meeting and which constituted a quorum. The final voting results for the matters submitted to a vote of shareholders at the annual meeting are set forth below.

  1. Election of Directors. Each of the nominees for director was elected to serve until the Company’s 2021 Annual Meeting of Shareholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal. The vote results were as follows, with each nominee having received at least 97.35% of the votes cast for his or her election:

Nominee

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

Susan K. Carter

 

182,551,498

 

1,015,511

 

196,898

 

13,677,202

Charles I. Cogut

 

182,567,414

 

961,593

 

234,900

 

13,677,202

Chadwick C. Deaton

 

178,160,435

 

4,839,606

 

763,866

 

13,677,202

Seifollah Ghasemi

 

179,699,147

 

3,289,693

 

775,067

 

13,677,202

David H. Y. Ho

 

182,234,610

 

1,304,774

 

224,523

 

13,677,202

Margaret G. McGlynn

 

180,000,869

 

3,546,828

 

216,210

 

13,677,202

Edward L. Monser

 

181,109,134

 

2,369,460

 

285,313

 

13,677,202

Matthew H. Paull

 

182,486,295

 

1,047,925

 

229,687

 

13,677,202

  2. Advisory Vote on Executive Officer Compensation. The shareholders approved on an advisory basis the compensation of the Company’s named executive officers, as set forth in the Company’s annual meeting proxy statement, by the votes set forth in the table below.

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

176,037,178

(96.01% of the votes cast)

 

7,314,928

 

411,801

 

13,677,202

  3. Ratification of Appointment of Independent Auditor. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020 was ratified by the shareholders by the votes set forth in the table below.

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

196,336,650

(99.54% of the votes cast)

 

891,567

 

212,892

 

0

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

Air Products and Chemicals, Inc.

     

(Registrant)

             

Date: January 23, 2020

     

By:

 

/s/ Sean D. Major

     

 

Sean D. Major

     

 

Executive Vice President, General Counsel and Secretary

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