UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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 27, 2025 (
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 23, 2025, Air Products and Chemicals, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). There were 176,657,486 shares of common stock represented at the meeting by valid proxies or voted at the meeting, which was approximately 79.44% of the shares of common stock entitled to vote at the meeting and which constituted a quorum. Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Company’s Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Company’s independent Inspector of Election, First Coast Results, Inc.
| 1. | Election of Directors. The voting results were as follows: |
| Nominee |
Votes For | Withheld | ||||||
| Company’s Nominees |
| |||||||
| Tonit M. Calaway |
174,110,068 | 2,041,802 | ||||||
| Charles Cogut |
54,718,707 | 121,433,074 | ||||||
| Lisa A. Davis |
103,606,433 | 72,546,218 | ||||||
| Seifollah Ghasemi |
76,177,521 | 99,967,306 | ||||||
| Jessica Trocchi Graziano |
173,548,328 | 2,604,503 | ||||||
| Edward L. Monser |
66,446,127 | 109,699,703 | ||||||
| Bhavesh V. Patel |
170,873,128 | 5,279,368 | ||||||
| Wayne T. Smith |
174,052,345 | 2,099,573 | ||||||
| Alfred Stern |
171,242,472 | 4,907,783 | ||||||
| Mantle Ridge LP’s (“Mantle Ridge”) Nominees |
| |||||||
| Paul Hilal |
107,589,833 | 67,452,044 | ||||||
| Andrew Evans |
124,144,152 | 50,897,563 | ||||||
| Tracy McKibben |
71,090,133 | 103,951,652 | ||||||
| Dennis Reilley |
108,083,560 | 66,958,810 | ||||||
The nine directors elected at the Annual Meeting are Tonit M. Calaway, Lisa A. Davis, Jessica Trocchi Graziano, Bhavesh V. Patel, Wayne T. Smith, Alfred Stern, Paul Hilal, Andrew Evans and Dennis Reilley. These directors were elected to serve until the Company’s 2026 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.
| 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 | |||
| 157,988,055 (93.73% of the votes cast) |
10,574,194 | 8,095,237 | 1,514,230 |
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| 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, 2025 by the vote set forth in the table below. |
| Votes For |
Votes Against |
Votes Abstained | ||
| 176,531,159 (99.50% of the votes cast) |
895,705 | 744,852 |
| 4. | Shareholder Proposal to Amend the Bylaws to Repeal any Amendments After September 17, 2023. The Company’s shareholders did not approve a proposal submitted by Mantle Ridge to repeal any provision or amendment of the Company’s Bylaws adopted by the Company’s Board of Directors without shareholder approval after September 17, 2023 by the vote set forth in the table below. |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 109,478,204 (49.23% of the votes entitled to vote at the Annual Meeting) |
65,619,785 | 1,559,497 | 1,514,230 |
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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 27, 2025 |
By: | /s/ Sean D. Major | ||||
| Sean D. Major | ||||||
| Executive Vice President, | ||||||
| General Counsel and Secretary | ||||||
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