Summary
Air Products & Chemicals, Inc. (APD) announced a significant agreement with Pershing Square Capital Management, L.P. This filing details a settlement that includes Pershing Square agreeing to vote its shares in favor of the company's director nominees at the 2014 Annual Meeting and against any dissident director nominations or proposals to remove existing directors. In exchange, APD has agreed to initiate a search for a new CEO and has appointed three new directors to its board: Edward Monser, Matthew H. Paull, and Seifi Ghasemi. This agreement effectively resolves potential proxy contest issues with Pershing Square and signals a transition in leadership for APD. The current CEO, John E. McGlade, has announced his intention to retire in 2014, with his tenure as President and CEO to conclude upon the appointment of his successor, and his role as Chairman and Director to extend until at least June 30, 2014. The board size has been expanded to accommodate the new directors, with three existing directors slated to retire before the 2014 annual meeting.
Key Highlights
- 1Agreement reached with Pershing Square Capital Management regarding voting and director nominations for the 2014 Annual Meeting.
- 2APD to commence a search for a new Chief Executive Officer (CEO).
- 3Current CEO, John E. McGlade, announced his retirement in 2014, and will transition out of his CEO role upon successor appointment and remain Chairman/Director until at least June 30, 2014.
- 4Board size increased from twelve to fifteen directors.
- 5Appointment of three new directors: Edward Monser, Matthew H. Paull, and Seifi Ghasemi.
- 6Pershing Square has the right to designate a successor if Paull or Ghasemi leave the board under certain conditions.
- 7Three current directors will retire before the 2014 Annual Meeting.