8-KCorporate ChangesExhibits & Filings

Air Products & Chemicals, Inc. 8-K Report, Bylaw Amendment (Dec 2, 2019)

Filed December 2, 2019For Securities:APD

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.

Frequently Asked Questions

Shareholder proxy access is a governance provision that allows eligible shareholders to nominate their own candidates for the company's Board of Directors to be included on the company's proxy card. For APD investors, this is important because it enhances shareholder rights and gives them a more direct way to influence board composition and potentially hold management more accountable.

To nominate directors under the proxy access provision, a shareholder or a group of up to 20 shareholders must have owned at least three percent (3%) of the Company's common stock continuously for at least three years. They must also satisfy other eligibility, procedural, and disclosure requirements outlined in the updated Bylaws.

An eligible shareholder or group of shareholders can nominate up to two director candidates, or if that number is greater, up to 20% of the number of directors then serving on the Board.

Yes, the amended Bylaws also include clerical, conforming, and clarifying changes. Notably, they reinforce and clarify that the exclusive forum provision, which designates a specific court for legal disputes, will apply to disputes arising under the Bylaws and the company's certificate of incorporation.