8-K
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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 25, 2024

 

 

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.)

1940 Air Products Boulevard

Allentown, Pennsylvania 18106-5500

(Address of principal executive offices and 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
1.000% Euro Notes due 2025   APD25   New York Stock Exchange
0.500% Euro Notes due 2028   APD28   New York Stock Exchange
0.800% Euro Notes due 2032   APD32   New York Stock Exchange
4.000% Euro Notes due 2035   APD35   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 25, 2024, Air Products and Chemicals, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). There were 192,934,354 shares of common stock represented at the meeting by valid proxies or voted at the meeting, which was approximately 86.81% 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 2025 Annual Meeting of Shareholders and until his or her successor is elected and qualified or until his or her earlier retirement, resignation, removal or death. The voting results were as follows:

 

Nominee

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

Tonit M. Calaway

  164,420,397   11,970,477   225,956   16,317,524

Charles Cogut

  174,110,931   2,292,342   213,557   16,317,524

Lisa A. Davis

  168,643,461   7,782,577   190,792   16,317,524

Seifollah Ghasemi

  167,378,294   8,563,714   674,822   16,317,524

Jessica Trocchi Graziano

  175,865,249   551,917   199,664   16,317,524

David H.Y. Ho

  170,299,240   6,109,202   208,388   16,317,524

Edward L. Monser

  170,225,721   6,175,013   216,096   16,317,524

Matthew H. Paull

  172,461,882   3,944,137   210,811   16,317,524

Wayne T. Smith

  173,313,154   3,101,136   202,540   16,317,524

 

  2.

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

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

128,054,059

(72.87% of the votes cast)

  47,653,798   908,973   16,317,524

 

  3.

Ratification of Appointment of Independent Auditors. The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024 by the vote set forth in the table below.

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

191,613,073

(99.47% of the votes cast)

  1,017,715   303,566   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 26, 2024

    By:  

/s/ Sean D. Major

      Sean D. Major
      Executive Vice President,
      General Counsel and Secretary

 

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