8-KShareholder Matters

Air Products & Chemicals, Inc. 8-K Report, Shareholder Vote Results (Jan 25, 2018)

Filed January 25, 2018For Securities:APD

Summary

Air Products & Chemicals, Inc. (APD) held its 2018 Annual Meeting of Shareholders on January 25, 2018, where a significant portion of its shares (87.78%) were represented, establishing a quorum. The meeting primarily focused on voting outcomes for key corporate governance matters. Investors can take comfort in the overwhelming support shown for the election of all director nominees, with each receiving at least 97.4% of the votes cast. Additionally, shareholders overwhelmingly approved, on an advisory basis, the compensation of the company's named executive officers, with 96.5% of votes cast in favor. Further, the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2018 received strong ratification, with 98.1% of the votes cast in favor. One item, the approval of the Material Terms of the Company's Long-Term Incentive Plan, was withdrawn prior to the meeting due to changes in tax law (Tax Cuts and Jobs Act of 2017) rendering it moot. Overall, the shareholder meeting indicates strong alignment and confidence in the company's leadership, compensation practices, and auditor selection.

Key Highlights

  • 1High shareholder turnout with 87.78% of shares represented, ensuring a quorum at the 2018 Annual Meeting.
  • 2All director nominees were overwhelmingly elected, each receiving at least 97.4% of the votes cast.
  • 3Shareholders approved, on an advisory basis, the compensation of named executive officers with 96.5% of votes cast in favor.
  • 4The appointment of KPMG LLP as independent auditors for FY2018 was ratified with 98.1% of votes cast in favor.
  • 5A proposal regarding the approval of the Material Terms of the Company’s Long-Term Incentive Plan was withdrawn due to changes in tax law.
  • 6The meeting outcomes suggest strong shareholder confidence in the company's governance and executive compensation structure.

Frequently Asked Questions

The primary outcomes of the 2018 Annual Meeting of Shareholders for Air Products & Chemicals, Inc. were the overwhelmingly successful election of all director nominees, the advisory approval of executive officer compensation, and the ratification of KPMG LLP as the company's independent auditors. A proposed long-term incentive plan vote was withdrawn due to tax law changes.

Each of the director nominees received substantial support, with at least 97.4% of the votes cast in favor of their election. This indicates strong shareholder confidence in the current board of directors.

Yes, on an advisory basis, shareholders approved the compensation of the company's named executive officers. 96.5% of the votes cast were in favor of the executive compensation, indicating general shareholder satisfaction with the company's compensation practices.

The proposal to approve the Material Terms of the Company's Long-Term Incentive Plan 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. This change rendered the proposal moot, meaning it was no longer relevant to vote on.