Strongly Disagrees with ISS' Opinion Published Today
Urges Shareholders to Vote "FOR" ONLY Air Products' Nominees on the WHITE Proxy Card
LEHIGH VALLEY, Pa., Jan. 13, 2025 /PRNewswire/ -- Air Products' (NYSE: APD) Board of Directors today sent a letter to shareholders in connection with its upcoming 2025 Annual Meeting of Shareholders (the "Annual Meeting"), which will be held at 8:30 a.m. U.S. Eastern Time on January 23, 2025. All Air Products shareholders of record as of the close of business on November 27, 2024, will be entitled to vote at the Annual Meeting.
Institutional Shareholder Services "ISS" Finds Incumbent Board Has Failed to "Properly Oversee" a "Credible Succession Plan" and States that Reconstitution of the Board with a "New Chairman" Would "Allow Fresh Board Assessment of Board Leadership and the Careful Deliberation on Optimal Timing for a CEO Transition"
ISS Recommends Shareholders Vote "WITHHOLD" Against Seifi Ghasemi, Charles Cogut and Edward L. Monser – Company Nominees Opposed by Mantle Ridge – Further Reinforcing the Need for Change
Answers Frequently Asked Questions Received from Employee Shareholders About Vote Anonymity
Mantle Ridge's Director Nominees Reaffirm Commitment to Working Constructively with Air Products' Continuing Directors as Part of a Reconstituted Board to Create Value for All Shareholders If Elected
Urges Shareholders to Vote the BLUE Proxy Card "FOR" All Four of Mantle Ridge's Superbly Qualified Director Nominees – Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley – and "WITHHOLD" on the Company Nominees Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi, and Edward L. Monser
Glass Lewis Finds a "Compelling" Case for Change at Air Products Following "Years of Poor Performance Fueled by a Spate of High-Cost, Low-Visibility Strategic Expeditions Pointedly Departing from APD's Core Risk Profile"
Report Notes Board Has Overseen a "Faulty Succession Effort" and that Certain of the Company's "Quantitative Rebuttals Heavily Tax Analytical Veracity"
Glass Lewis Recognizes "Mantle Ridge's Copious Dissection of APD's Track Record" is "Much More Decisive" than Air Products' Perspective on Company's Strategic Pivot
LEHIGH VALLEY, Pa., Jan. 9, 2025 /PRNewswire/ -- Air Products' (NYSE:APD) Board of Directors today sent a letter to shareholders in connection with its upcoming 2025 Annual Meeting of Shareholders (the "Annual Meeting"), which will be held at 8:30 a.m. U.S. Eastern Time on January 23, 2025. All Air Products shareholders of record as of the close of business on November 27, 2024 will be entitled to vote at the Annual Meeting. The letter is available at voteairproducts.com.
The full text of the letter to shareholders follows:
Highlights Strength of Mantle Ridge's Four Director Nominees
Puts Performance of Selected Incumbent Directors into Perspective – Including Responsibility for Operational Underperformance, Flawed Capital Allocation and Strategy, Poor Project Execution, Failed Management Development and Succession Planning, Failed Compensation Alignment, and Degradation of Board Composition, Performance, and Governance Safeguards
Urges Shareholders to Vote the BLUE Proxy Card "FOR" Mantle Ridge's Four Highly Qualified Director Nominees – Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley – and "WITHHOLD" on the Company Nominees Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi, and Edward L. Monser
LEHIGH VALLEY, Pa., Jan. 8, 2025 /PRNewswire/ -- Air Products' (NYSE:APD) Board of Directors today issued the following statement in response to Mantle Ridge's Shareholder letter, issued today:
Mantle Ridge is proposing that Air Products be controlled by Mantle Ridge's hand-picked candidates for CEO and Chairman. This should be troubling to all Air Products shareholders for the following reasons:
Mantle Ridge Chairman nominee Dennis Reilley has not held a management position in 18 years and would be coming into a company and industry that have undergone tremendous change in the last two decades, thereby rendering any "experience" that he has as stale.Mantle Ridge's choice for CEO is Eduardo Menezes, who has never been a public company CEO, only had responsibility for one region when he worked at Linde, and, as acknowledged by Mantle Ridge, was passed over for CEO at Linde.Mantle Ridge apparently has so little confidence in Mr. Menezes that it did not nominate him as a candidate for the Board and evidently believes he would only succeed if he were paired with Mr. Reilley.Mantle Ridge has made outlandish claims that Messrs. Reilley and Menezes are responsible for Linde's total shareholder return between 2000 and 2024; however, Mr. Reilley left Linde in 2007, and Mr. Menezes left Linde in 2021, and only ran part of the business for part of that time.Mantle Ridge's substandard slate also includes two other nominees, Tracy McKibben and Andrew Evans, whose credentials pale in comparison to the experience of current Board directors and are inferior to the backgrounds of Air Products' new independent director candidates, Bhavesh V. ("Bob") Patel and Alfred Stern, seasoned executives with experience leading major publicly listed industrial companies. Ms. McKibben's energy experience stems largely from running what appears to be her own small investment and consulting firm, while Mr. Evans' industry experience has been limited to the U.S.Notably, Mantle Ridge promises to bring the "highest ethical standards" to Air Products when Mr. Reilley, their candidate for Chair and half of the so-called "Dream Team," is alleged to have leaked confidential information from three public company boards while a member of those boards to a neighbor, who testified to this under oath, leading to a widely reported insider trading scandal. A leading reporter said this behavior "will be disqualifying in many investors' eyes, and it's hard to see how Mantle Ridge – which says it knew about the allegations before it nominated Reilley – got comfortable"1. Based on this alleged conduct, the Air Products Board believes Mr. Reilley should never again sit on a public company board.Air Products' Board thoroughly vetted Mantle Ridge's director nominees, with the assistance of a leading national search firm, and both the Board and the firm found them to be inferior to our current directors and our two new nominees, Bhavesh V. ("Bob") Patel and Alfred Stern.The fact remains that Air Products, under its current Board and Mr. Ghasemi's leadership, has created $44 billion of shareholder value2 and an 11% Adjusted EPS CAGR since 20143.With Air Products shareholders supporting our nominations of Mr. Patel and Mr. Stern at the 2025 Annual Meeting, six out of nine Directors will have been first elected in the last five years. This new Board will oversee a rigorous CEO succession process already underway and has committed to providing an announcement of a new President and related timeline for CEO succession no later than March 31, 2025.Explains How Implementing Best-In-Class Linde/Praxair Operating Model Authored by Dennis Reilley Can Re-Establish a Culture of Excellence, Relentless Cost Focus, Disciplined Capital Allocation and Project Execution to Deliver Exceptional Value for Air Products' Shareholders
Believes "Dream Team" of Dennis Reilley and Eduardo Menezes Would Bring the Specialized Skills, Deep Industry Knowledge, and Sound Judgement Necessary to Lead Air Products Today
Mantle's Ridge's Four Highly Qualified Director Nominees – Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley – Can Help Air Products' Board to Improve Operational Efficiency, Eliminate the Company's Persistent Valuation Discount to Peers, and Optimize Ongoing Projects to Maximize Value for Shareholders
LEHIGH VALLEY, Pa., Jan. 7, 2025 /PRNewswire/ -- Air Products' (NYSE:APD) Board of Directors today issued the following statement:
Air Products is executing on a rigorous CEO succession plan, announced long before Mantle Ridge and D.E. Shaw started advocating for succession, while refreshing its Board with two highly qualified directors at the 2025 Annual Meeting of Shareholders. The Board has clearly articulated a CEO succession plan to ensure a smooth transition between Mr. Ghasemi and his successor and has committed to providing an announcement of a new President and related timeline for CEO succession no later than March 31, 2025.
Introduces Four Independent Shareholder Nominees – Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley – and Proposed CEO Candidate Eduardo Menezes
Includes Perspectives from Former Praxair EVP Ricardo Malfitano on Messrs. Menezes and Reilley
Explains Nature and Causes of Air Products' Underperformance Under Current Leadership, and the Solution
Urges Shareholders to Vote the BLUE Proxy Card "FOR" Mantle Ridge's Four Highly Qualified Director Nominees and "WITHHOLD" on the Company Nominees Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi and Edward L. Monser
Details Some of the Company's Omissions, Obfuscations, and Misleading Statements Concerning Air Products' Performance, Strategy, and Key Projects
Shareholder-Led Board Refreshment is the Necessary First Step Toward Recovering from Damage Done Over Mr. Seifi Ghasemi's Last Five Years as Chairman and CEO
Air Products is Not the First Company Led by Mr. Ghasemi to Have Integrity Issues
Electing Mantle's Ridge's Four Highly Qualified Director Nominees – Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley – Will Help Reset Air Products' Leadership Culture and Launch a New Chapter of Prosperity
Expresses Disappointment with the Board's Failure to Manage an Effective CEO Succession Process
Announces Intention to Support Change at the 2025 Annual Meeting
NEW YORK, Jan. 3, 2025 /PRNewswire/ -- The D. E. Shaw group ("D. E. Shaw"), a global investment and technology development firm with more than $65 billion in investment capital and a history of working with companies to help build long-term value, today sent an open letter to the Board of Directors of Air Products and Chemicals, Inc. (NYSE: APD) (the "Company" or "Air Products") expressing continued disappointment with the Board's failure to manage an effective CEO succession process.
The Company's Board and Management, Under Chairman and CEO Seifi Ghasemi's Leadership, Have Delivered Over $44 Billion in Shareholder Value Creation1
Continues to Successfully Execute Two-Pillar Growth Strategy to Grow Core Industrial Gas Business While Capitalizing on First-Mover Advantage in Clean Hydrogen Market
Air Products' Board is Refreshed, Independent and Fit-For-Purpose – Mantle Ridge's Proposed Nominees Would Remove Significant and Relevant Experience and Expertise
Mantle Ridge's Proposed Executive Chairman Candidate Appears Alarmingly Unfit to Lead Air Products or any Public Company; Preferred CEO Candidate is Insufficiently Qualified
Details Years of Operational Underperformance, Capital Allocation Missteps, Poor Project Execution, and Succession Planning Failures
Explains How Air Products' Decade of Board-Led "Refreshment" Only Deepened Entrenchment and Further Eroded Governance Safeguards; Current Search for New Subordinate to Seifi Ghasemi is Perpetuation of Status Quo
Explains How Air Products Can Achieve Long-Term Potential Through Shareholder-Led Board Reconstitution and Bona Fide CEO Succession Plan
Offers Compelling Leadership "Dream Team" of Industrial Gas Experts Dennis Reilley and Eduardo Menezes
Urges Shareholders to Vote "FOR" ONLY Air Products' Nominees on the WHITE Proxy Card
LEHIGH VALLEY, Pa., Dec. 13, 2024 /PRNewswire/ -- Air Products (NYSE:APD) Board of Directors today issued a letter to shareholders containing important information for shareholders to consider in connection with its upcoming 2025 Annual Meeting of Shareholders (the "Annual Meeting"), which will be held at 8:30 a.m. U.S. Eastern Time on January 23, 2025. All Air Products shareholders of record as of the close of business on November 27, 2024 will be entitled to vote at the Annual Meeting. Shareholders should visit voteairproducts.com for additional information on voting.
Nominates Four Highly Qualified Director Nominees – Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley – to Air Products' Board of Directors
Mantle Ridge Believes CEO Seifi Ghasemi's Insistence on Pursuing Large-Scale, Speculative Non-Core Investments Has Unduly Increased Risk to Air Products' Shareholders and Destroyed Shareholder Value
Incumbent Directors Who Failed to Rein in Mr. Ghasemi Should Not be Entrusted to Select Air Products' Next Generation of Board and Management Leadership
NEW YORK, Dec. 5, 2024 /PRNewswire/ -- Mantle Ridge LP ("Mantle Ridge"), which together with its affiliates beneficially owns more than $1 billion of Air Products and Chemicals Inc. (NYSE: APD) ("Air Products" or the "Company") shares, today issued the following statement:
It was reported in the press today that:
"Air Products and Chemicals, Inc. experienced a 2.3% drop in its stock price in pre-open trading on Thursday. This decline came as a result of activist hedge fund Mantle Ridge LP withdrawing its earlier push for a board overhaul at the industrial gas company."
Files Definitive Proxy Statement and Issues Letter to Shareholders
Urges Shareholders to Vote "FOR" ONLY Air Products' Nominees on the WHITE Proxy Card
Launches voteairproducts.com for Additional Shareholder Information
LEHIGH VALLEY, Pa., Dec. 4, 2024 /PRNewswire/ -- Air Products (NYSE:APD) today announced that it has filed its definitive proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission ("SEC") in connection with its upcoming 2025 Annual Meeting of Shareholders (the "Annual Meeting"), which will be held at 8:30 a.m. U.S. Eastern Time on January 23, 2025. All Air Products shareholders of record as of the close of business on November 27, 2024 will be entitled to vote at the Annual Meeting. Shareholders should visit voteairproducts.com for additional information on voting.
LEHIGH VALLEY, Pa., Nov. 26, 2024 /PRNewswire/ -- Air Products (NYSE: APD) announced today that Chairman, President and CEO Seifi Ghasemi will speak at the Goldman Sachs Industrials & Materials Conference at 10:00 a.m. ET on Thursday, December 5, 2024.
Access to the session is available via Air Products' Investor Relations Event Details website.
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 refining, chemicals, metals, electronics, 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 transition 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.
LEHIGH VALLEY, Pa., Nov. 21, 2024 /PRNewswire/ -- The Board of Directors of Air Products (NYSE:APD) today declared a quarterly dividend of $1.77 per share of common stock. The dividend is payable on February 10, 2025 to shareholders of record at the close of business on January 2, 2025.
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 refining, chemicals, metals, electronics, 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 transition 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.
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