8-KCorporate ChangesExhibits & Filings

Air Products & Chemicals, Inc. 8-K Report, Bylaw Amendment (Sep 20, 2023)

Filed September 20, 2023For Securities:APD

Summary

Air Products & Chemicals, Inc. (APD) announced an amendment and restatement of its Bylaws, effective September 17, 2023. The most significant change allows stockholders owning at least 10% of the outstanding common stock, held for at least one year, to request a special meeting of stockholders. This provides a mechanism for significant shareholders to convene special meetings under specific conditions. The amendment outlines the procedures for submitting such a request and stipulates that the special meeting must be held no later than 120 days after a valid request is received. This change in corporate governance could empower larger stockholders and potentially influence the company's strategic direction or decision-making processes through direct engagement at special meetings.

Key Highlights

  • 1Effective September 17, 2023, Air Products & Chemicals, Inc. amended and restated its Bylaws.
  • 2The primary change allows stockholders holding at least 10% of outstanding common stock for a minimum of one year to request a special meeting.
  • 3Established procedures for stockholders to request a special meeting have been introduced.
  • 4A special meeting, if properly requested, must be held within 120 days of the request submission.
  • 5The revised Bylaws supersede the previous Amended and Restated Bylaws dated November 26, 2019.
  • 6The full text of the Amended and Restated Bylaws is filed as Exhibit 3.1 to the 8-K report.

Frequently Asked Questions

The main change allows stockholders owning at least 10% of the company's common stock for at least one year to request a special meeting of stockholders.

The amended and restated Bylaws took effect immediately upon approval by the Board of Directors on September 17, 2023.

Yes, stockholders must collectively own at least 10% of the company's outstanding common stock and must have held this ownership for at least one year. The amendment also details the procedures for submitting such a request.

A special meeting will be held not more than 120 days following the submission of a valid special meeting request.