8-KLeadership ChangesExhibits & Filings

Air Products & Chemicals, Inc. 8-K Report, Executive Changes (Sep 26, 2013)

Filed September 26, 2013For Securities:APD

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.

Frequently Asked Questions

The agreement is a settlement designed to avoid a proxy contest. Pershing Square has agreed to support APD's director nominees and vote against dissident proposals at the 2014 annual meeting. In return, APD has committed to searching for a new CEO and has expanded its board to include new directors appointed in consultation with Pershing Square.

John E. McGlade has announced his intention to retire as President and CEO in 2014. He will continue in his current roles until a successor is appointed and will remain as Chairman and a Director until at least June 30, 2014, facilitating the leadership transition.

Edward Monser, Matthew H. Paull, and Seifi Ghasemi have been appointed as new directors. Matthew H. Paull and Seifi Ghasemi were appointed in accordance with the agreement with Pershing Square. Pershing Square also has the right to designate a replacement for Paull or Ghasemi if they depart the board under specific conditions. These appointments and the agreement suggest a move towards a refreshed leadership and board composition.

Yes, in addition to the three new directors, three current members of the Board of Directors are scheduled to retire prior to the 2014 Annual Meeting. The specific directors who will retire will be announced at a later date.