UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
CHECK THE APPROPRIATE BOX:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Air Products and Chemicals, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
On January 17, 2025, Air Products and Chemicals, Inc. (the “Company”) posted the following material on its website, https://www.voteairproducts.com/:
Also on January 17, 2025, the Company posted the following material on its website, https://www.airproducts.com/:
800-654-4567 I Contact Us Company v Energy Trans1t1on Susta1nab1lity Careers v Investors APD $ 312 06 • Umted States I Enghsh AIR ..I. Q PRODUCTS Gas Supply Industries Applications MyAirProducts t=; 01/17/2025 I LEHIGH VALLEY, PA Air Products Urges Shareholders to Protect the Company’s Stability and Path to Value Creation by Voting “FOR” ONLY Air Products’ Nominees on the WHITE Proxy Card The Board Expects the Following: After the Announcement of a New President No Later Than March 31st, the CEO Transition Will Be Completed Within Three Months of j oining the Company. Additionally, the Roles of Chair and CEO Will Be Separated, a New Independent Chair Appointed, and Mr. Ghasemi Will Retire from the Board Air Products’ Highly Qualified Board Is Significantly Refreshed with Outside Perspectives Our Independent Directors Are Running a Rigorous and Orderly CEO Succession Process Achieved Strong Preliminary Fiscal Q1 2025 Earnings Results (G.AAP EPS of $2.77; adjusted EPS of $2.86)1 Which Reinforce that the Company is Committed to Creating Superior Shareholder Value Media Contacts: Katie McDonald I +1 6 10 481 3673 Investor Contacts: Eric Guter I +1 610481 1872 Mun Shieh I +1 610 481 2951 Air Products’ (NYSE:APD) Board of Directors today issued the following OJCen letter to shareholders in connection w ith its upcoming 2025 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held at 8:30a.m. U.S. Eastern Time on j a1uary 23, 2025. The letter is available at voteairproducts.com, and the f Jll text follows: The f ull teKt of the letter toshareholders fo llows: Dear Fellow Shareholder, This year’s Annual Meeting is only days away and we urge you to protect the value of your investment in Air Products by voting “FOR” ONLY Air Products’ nominees on the WH I t ~roxy card . While Air Products successru11y executes a long-:erm strategy for growth and valu~ creation, ~antle Ridge continues to run a disruptive and misguided campaign focused on i’Tlpeding our signif icant progress in favor of it5 own short-termgoa s. Support for Mantle Ridge and its insufficiently qualifed and highly conflicte-d nominees would bring dbout Vdlue destruction dnd jeopardize Air Products’ prospects.
The Board’s lndejlendent Directors Are Executing a Thoughtful, Controlled CEO Succession Plan ./ The Board has clearly articulated a CEO succession plan to ensure a smooth transition between Mr. Ghasemi and his successor. We are committed to providing an announcement of a new President no later than March 31, 2025, and expect the transition to the new CEO to occur within three months of the individual joining the Company. ./ The Board also expects to split the Chair and CEO roles and appoint a new independent Chair, and Mr. Ghasemi will retire from the Board. x Eduardo Menezes, Mantle Ridge’s designated candidate to be Air Products’ next CEO, does not bring any public company CEO or board experience. He does not meet the basic criteria that the Board has outlined for Air Products’ CEO role, for which the Board has already identified other, superior candidates through its rigorous succession process designed to identify the best candidate. He was rather more likely selected by Mantle Ridge due to his availability and the fact his tenure at Praxair overlapped with Dennis Reilley’s. Notably, Mantle Ridge is only advocating for Mr. Menezes’ appointment to the CEO role if he is paired with Mr. Reilley, and Mr. Menezes was not nominated by Mantle Ridge as a director candidate, demonstrating it does not trust him to stand alone. Y2.!.!L.f.yrjlose-Built Board is Meaningfy!Jy Refreshed. The lndejlendent Directors including Two New Nominees, Have no Pre-Conceived Notions and a Proven Track Record as Advocates oflong-Term Shareholder Value Creat ion ./ With the appointments of our two new nominees, Bhavesh V. (“Bob”) Patel and Alfred Stern, six out of nine Directors will have been elected in the last five years . ./ The Board has already selected the most qualified individuals to deliver long-term shareholder value. Identified through a rigorous process with the assistance of a leading executive search firm, Mr. Patel and Mr. Stern will approach their duties as directors with a critical lens, reviewing all aspects of the business and helping ensure the CEO transition process is carried out smoothly and expeditiously. x Mantle Ridge has put forth nominees whose experience and qualifications pale in comparison to the Air Products nominees’ extensive and deep expertise in relevant industries. We believe Mantle Ridge’s nominees have been selected not because of any superior or more relevant experience than our existing nominees, but rather because of pre-existing relationships with Mr. HilaI or due to their penchant for acting as activist nominees. Your Board and Management Team Are Delivering on its Commitment to Create Sujlerior Shareholder Value ./ Preliminary fiscal 2025 first quarter GAAP EPS of $2.77 and preliminary fiscal 2025 first quarter adjusted EPS of $2.86 exceeds the top end of our fiscal 2025 first quarter adjusted EPS guidance 1 and analyst consensus. x In contrast, Mantle Ridge has not provided ANY plan. IfMantle Ridge is successful, Air Products’ hydrogen strategy could be derailed, leading to long-term value destruction, and its attempts to secure long-term offtakes with major international customers would be hindered by an inexperienced, underqualified CEO and weakened board. We urge you not to jeopardize your investment.
Mantle Ridge’s Four Nominees Have Stale or Inferior Experience and Lack Any Go-Forward Plan, Including Dennis Reilley, Whose Nomination Calls into Question Mantle RidgtiJ.!!.dgement in Putting Him Forward x According to official court filings and news reports, a purported friend of Mr. Reilley, john Davidson, testified under oath that, as a board director, Mr. Reilley leaked confidential information from three separate public companies, including information about a merger before it was publicly announced. Further, in an SEC enforcement action against a second individual, john Special, he claimed to have received material, non-public information from the same director, including related to the aforementioned merger before it was publicly announced. Mantle Ridge would have you believe that these individuals lied in Federal court, risking perjury charges. If true, and regard less of Mr. Reilley’s intentions or account of events, we view Mr. Reilley’s failure to protect confidential information as reckless, misaligned with the fundamental duties of a director and wholly disqualifying from his candidacy to any public company board. x Mr. Reilley has not held an executive or operating position in over 18 years in an industry that has undergone tremendous change during that time, thereby rendering any “experience” that he has as stale. In casting your vote, please keep in m ind the facts presented above and consider the serious risks of letting Mantle Ridge replace high-quality directors from o ur Board w ith handpicked, u nderqualified nom inees who w ill attempt to install an ill-prepared CEO candidate w ho would upend our two-pillar strategy and potentially cost shareholders billions of dollars. DO NOT LET ACTIVIST PAUL HILAL OBTAIN CONTROL OF YOUR COMPANY TO ENABLE HIM TO PURSUE HIS OWN, MISGUIDED PERSONAL GOALS. Protect your investm ent and your Company by voting t he WHITE proxy card “FOR” ONLY Air Products’ full slate of director nominees. Please discard any blue proxy card you m ay receive from Mant le Ridge. Thank you for your continued support. Sincerely, The Air Products Board of Directors
We strongly urge that you vote your shares “FOR” ONLY Air Products’ Nominees. Please visit voteairproducts.com for additional information on voting and discard any blue proxy card you may receive from Mantle Ridge. All Air Product s shareholders of record as of the close of business on November 27, 2024 will be entitled to vote at the Annual Meeting. YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually attend the 2025 Annual Meeting, please take a few minutes now to vote by Internet or by t elephone by following the inst ructions on the WHITE proxy card. Regardless of the number of Company shares you own, your presence by proxy is helpful to establish a quorum and your vote is important. OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “ FOR” ONLY AIR PRODUCTS’ NINE NOMINEES AND PROPOSALS ON THE WHITE PROXY CARD. If you have any questions or require any assistance w it h voti ng your shares, please call the Company’s proxy solicitor : lnnisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York. New York 10022 Shareholders: 1 (877) 750-0537 (t oll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other countries) 1 Adjusted EPS, which is a non-GAAP financial measure_Additional information regarding this meas.ure and a reconcilil’ltion of GAAP EPS to adjusted EPS is provided below. The Company previously provid ed fiscal 2025 first quarter adjuste d EPS guidance in Exh ibit 99.1 to its Current Re port on Fo rm 8-K dated january 14, 2024 (the “Prior Earnings Reolea se1 . Manage ment is una ble to re concile, without unreasonable effort, t he Company’s forecasted range of adjusted EPS to a co mp.n able GAAP range. Air Products p rovid es adjusted EPS guidance on a co ntinuing operations basis, e xcluding the impact of c~rtain it~ms that manag~m~nt bt:li~v~s ar~no;: r~pr~s~ntativ~ ofth~ Company’s und t:rtying busin~ss po!rformanct:, such a s th~ incurrt:nct: of costs for cos;: rt:duction actions and impairm~nt charg~s. or tht: r~cognitionof gains or loss~s on c~rtain disclost:d itt:ms. It is no;: possible, without unro!asonablt: efforts, to predict the t1ming or occurrence of these o!Vem s or the potential for otho!r transactions. that may impact future GAAP EPS. Furthermoro!, it is not possible to identify the potential sig nificance of these e:vents in advance, but any of these events, if they were to occur, could have: a significant effe:ct on the Com pany’s future GAAP results. Vote only “FOR” Air Products’ Director Nominees on the White Proxy Card today! Your vote at Ai· Products’ upcoming 2025 P.nnual Meeting of Shareholders on january 23, 2025 is critical and more impor:ant than ever this year. Visit vot11~irproduas.com ~
About Air Products Air Products (NYSE:APD) is a world-leading industrial gases company in operation for over 80 years focused on serving energy, environmental, and emerging markets and generating a cleaner future. The Company supplies essential industrial gases, related equipment and applications expertise to customers in dozens of industries, including ref ining, chemicals, metals, elect ronics, manufacturing, medical and food. As the leading global supplier of hydrogen, Air Products also develops, engineers, builds, owns and operates some of the world’s largest clean hydrogen projects, supporting the t ransit ion to low- and zero-carbon energy in the industrial and heavy-duty transportation sectors. Through its sale of equipment businesses, the Company also provides turbomachinery, membrane systems and cryogenic containers globally. Air Products had f iscal 2024 sales of $12.1 billion from operations in approximately 50 countries and has a current market capitalization of about $65 billion. Approximately 23,000 passionate, talented and committed employees from diverse backgrounds are driven by Air Products’ higher purpose to create innovative solutions t hat benefit t he environment, enhance sustainability and reimagine what’s possible to address the challenges facing customers, communities, and the world. For more information, visit airproducts.com or follow us on LinkedIn, X, Facebook or lnstagram. Non-GAAP Financial Measures This communication contains certain f inancial measures that are not prepared in accordance wit h U.S. generally accepted account ing principles (“GAAP”), including adjusted EPS and adjusted EBITDA margin. On our website, at investors.airproducts.com, we have included reconciliat ions of these non-GAAP f inancial measures to t he most directly comparable financial measures prepared in accordance with GAAP. Management believes these non-GAAP financial measures provide investors, potential investors, securit ies analysts, and others with useful information to evaluate our business because such m easures, when viewed together with our GAAP disclosures, provide a more complete understanding of the factors and trends affecting our business. The non-GAAP financial measures supplement our GAAP disclosures and are not meant to be considered in isolation or as a substitute for the most directly comparable measures prepared in accordance with GAAP. These measures may not be comparable to similarly t itled measures used by other companies. Forward.Looking Statem ent s This comrrunicnion contains “forv1ard-looking statemen:s·· within the ;.;fe h.;arbor provi; i::>ns of :he P“ivate S’K uritiQS l itigation Reform Acto: 1995. Thc~c forw.Jrd looking ~t.Jtcmcnts arc based on munJgcmcnts cxpc.:tJticn:; ~md.:ssumptions as of t , c d.:rtc ofthis communicJt on and Jrc not guarantees offutJre perfor-nance. While forward-looking statements are made in good faith a1d based on assumptions, expectation~ an:J projections llldl llldlldgtrn~rr. Lu~lieve::, dl ~ ltd’::IUildble I.Jd:>~U Oil (.U’ I ::‘IllydU ildUie irl(U!I !ldlio ll, dllUdl ~errur Hid flU~ diiU lilkUKic:l re:::,ulb l lld Y Jirrer llldlerid ll)’ rr Ulll projections ard estimctes expressed in the forward-looking 5tatements because of many factor~. including the risk factors de5cribed in our .A.nnucl Report 01 Form 10-K tor the fiscal :~ear erded September 30. 2024 and other I actors disclosed ir our tilingswith toe Securit ies ard Exchange Commission. Except as required by law. we disclaiTI .:mt obligat on or und~rtaking to update or re·Jise dny :orwdrd-looking statements cont3ined herein to refloo any cha1ge in the assumJtions, beliefs or expectations o r any change in events, conditions or c rcumstances upon which any Łu:h forward-lo::>king st.Jtcmcnt!; .Jrc b.Jscd. AIR I . GENERATING PRODUCTS t-· \. f X in a @ 0 b\’! A CLEANER FUTURE For Customers For Potential Employees For Suppliers For t he Press J.llyArFroducts S:arch .ob Openirgs \1yAirProdJcts ,.,ew~ Certer Comr ~nyH <:;fnry Fl(Pnrti-/P Riop;r-lp, io:><:; Sust<~in.o~~ilit) Divoi!rsity. ln:lusion & ŁQionging : cnnQCting OnlinQ Photo Librcay SCS _ibr.o~ry Su~.o~n<~bility Nh.o~t \‘Vfi}_ 8uy S.:~fctygr.lm!; C.J:rccr~Certifkation:s Code of Corduct Gas =a.:ts Integrity line (~iiht ot 1995-2025Air Prodtlcts an ::I Chemia~ls.lnc. All Rlihts Reserved. I Lej al Notice I Privaq t\otie I Cookie Notice
800-654-4567 I Contact Us Company v Energy TransitiOn Susta1nablllty Careers v Investors APD S 312 06 ...Umted States I Enghsh AIR J. PRODUCTS t.:.; Gas Supply Industries Applications MyAirProducts Q NEWS CENTER Air Products Urges Shareholders to Protect Company’s Stability and Path to Value Creation Air Produas’ Board of Direaors issued an open letter to ... shareholders in connection with its upcoming 2025 Annual Meet ing of Shareholders, which will be held at 8:30a.m. U.S. Eastern Time on january 23, 2025. The letter is available at voteairproducts.com. Read More Vote only “FOR” Air Products’ Director Nominees on the White Proxy Card today! Your vote at Air Products’ upcoming 202~ Annual Meeting of Shareholders on january 23, 2025 is critical and nore important than ever this year. Visit voteairproduas.com ~
RfCI!NT NfWS ,—.....—— . ;; 17JANUARY 2025 14JANUARY 2025 13JANUARY 2025 09 JANUARY 2025 Air Products Urges Air Products Air Products Sends Air Products Sends Shareholders to Announces Letter to Letter to Protect Company’s Preliminary Q1 FY25 Shareholders Shareholders Stability and Path to GAAP EPS of $2.77 Highlighting Correcting Mantle Value Creation and Adjusted EPS of Reasons to Support Ridge’s Falsehoods $2.86, Exceeding Its Board Nominees and Misleading Company’s Previous Claims Adjusted EPS Guidance for the Quarter 17 JANUARY202~Air Products Urges Shareholders to Protect the Company’s Stability and Path to Value Creation by Voting “FOR” ONLY Air Products’ Nominees on the WHITE Proxy Card Air Produru· Board of Directors issued an open letter to shareholders in connection with its upcoming 2025 Annual Meeting of Shareholders. which will be held at 8:30a.m. U.S. Eastern Time on january 23. 2025. The letter is available at vot eairproducts.com. 800-654-4567 Contact Us Comp.-my v Energy Transition Sustcurwbthty c.areeri v Investors APD S 312.06 ..Umted Sbtes I En!ltsh AIR J . 0. Gas Supply Industries Applications MyAirProducts PRODUCTS 2.:::;
Vote only “FOR” Air Products’ Director Nominees on the White Proxy Card today! Your vote at Air Products’ upcoming 2025 Annual Meeting of Shareholders on january 23, 2025 is critical and more important than ever this year. Visit voteairproducts.com ~fEATURED NEWS , ———- · .I l7JANUARY 202~ 14 )Afi.UARY 2025 13)ANUARY 202S Air Products Urges Air Products Air Products Sends Air Products Sends Shareholders to Announces Letter to Letter to Protect Company’s Preliminary Q1 FY25 Shareholders Shareholders Stability and Path to GAAP EPS of $2.77 Highlighting Correcting Mantle Value Creation and Adjusted EPS of Reasons to Support Ridge’s Falsehoods $2.86, Exceeding Its Board Nominees and Misleading Company’s Previous Claims Adjusted EPS Guidance for the Quarter
Also on January 17, 2025, the Company posted the following material on its website, https://www.investors.airproducts.com/:
Also on January 17, 2025, the Company made the following posts to its social media platforms:
