Form 8-K

 

 

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, 2018

 

 

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))

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

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, 2018, Air Products and Chemicals, Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders. There were 192,095,186 shares of common stock represented at the meeting by valid proxies or voted in person, which was 87.78% 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 follow.

 

1. Election of Directors. Each of the nominees for director was elected to serve until the Company’s 2019 Annual Meeting of Shareholders and until their successors are 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 97.4% of the votes cast for his or her election:

 

Nominee

 

   

Votes For

 

   

Votes Against

 

   

Votes Abstained

 

   

Broker Non-Votes

 

Susan K. Carter

 

   

176,212,616

 

   

2,221,428

 

   

282,808

 

   

13,378,334

 

Charles I. Cogut

 

   

177,623,326

 

   

769,384

 

   

324,142

 

   

13,378,334

 

Chadwick C. Deaton

 

   

175,457,873

 

   

2,935,458

 

   

323,521

 

   

13,378,334

 

Seifollah Ghasemi

 

   

174,150,504

 

   

3,451,656

 

   

1,114,692

 

   

13,378,334

 

David H. Y. Ho

 

   

176,917,466

 

   

1,435,670

 

   

363,716

 

   

13,378,334

 

Margaret G. McGlynn

 

   

176,167,703

 

   

2,256,126

 

   

293,023

 

   

13,378,334

 

Edward L. Monser

 

   

175,288,339

 

   

3,125,712

 

   

302,801

 

   

13,378,334

 

Matthew H. Paull

 

   

177,075,679

 

   

1,330,377

 

   

310,796

 

   

13,378,334

 

 

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

 

172,463,045

 

(96.5% of the votes cast)

 

    5,742,125    511,682    13,378,334

 

3. Ratification of Appointment of Independent Auditors. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2018 was ratified by the shareholders by the votes set forth in the table below.

 

Votes For

 

   

Votes Against

 

   

Votes Abstained

 

   

Broker Non-Votes

 

188,479,369

 

(98.1% of the votes cast)

 

    3,227,201    388,616    0

 

4. Approval of the Material Terms of the Company’s Long-Term Incentive Plan. This proposal was withdrawn because the Tax Cuts and Jobs Act of 2017 eliminated the performance-based compensation exception under Section 162(m) of the Internal Revenue Code, which rendered the proposal moot. Accordingly, the proposal was not presented or voted upon at the meeting.

 

 

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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 25, 2018     By:   /s/ Sean D. Major
      Sean D. Major
      Executive Vice President, General Counsel and Secretary

 

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