Summary
Air Products & Chemicals, Inc. (APD) announced on December 2, 2019, that its Board of Directors approved an amendment and restatement of the Company's Bylaws, effective immediately. The most significant change implemented is the adoption of "shareholder proxy access." This provision allows eligible shareholders, who meet specific ownership and holding period requirements, to nominate director candidates to the Board. Specifically, a shareholder or a group of up to 20 shareholders holding at least three percent of the Company's common stock continuously for at least three years can nominate up to two director candidates, or 20% of the Board, whichever is greater. This move by APD is a notable governance change, as it enhances shareholder rights and potentially increases board accountability. Investors should note that the proxy access provisions include detailed eligibility, procedural, and disclosure requirements. Additionally, the amended Bylaws clarify and reinforce the exclusive forum provision for dispute resolution, ensuring its application to the Bylaws and certificate of incorporation.
Key Highlights
- 1Adoption of "shareholder proxy access" in the Company's Bylaws.
- 2Allows eligible shareholders to nominate director candidates to the Board.
- 3Eligibility requires owning at least 3% of common stock continuously for at least three years.
- 4Shareholders can nominate up to two director candidates or 20% of the Board, whichever is greater.
- 5Proxy access nominations have specific timing requirements relative to the annual meeting proxy statement date.
- 6The Bylaws were amended and restated, superseding previous versions.
- 7Reinforcement of the exclusive forum provision for dispute resolution.