UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 4, 2020
AIR PRODUCTS AND CHEMICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware |
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001-04534 |
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23-1274455 |
| (State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
7201 Hamilton Boulevard
Allentown, Pennsylvania 18195-1501
(Address of Principal Executive Offices and Zip Code)
(610) 481-4911
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $1.00 per share |
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APD |
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New York Stock Exchange |
| 2.000% Euro Notes due 2020 |
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APD 20 |
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New York Stock Exchange |
| 0.375% Euro Notes due 2021 |
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APD 21B |
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New York Stock Exchange |
| 1.000% Euro Notes due 2025 |
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APD 25 |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 4, 2020 the board of directors (the “Board”) of Air Products and Chemicals, Inc. (the “Company”) elected Lisa A. Davis as a director of the Company, effective immediately, to a term expiring following the election and qualification of her successor at the Company’s 2021 annual meeting of stockholders. Until recently, Ms. Davis, 56, served as a member of the managing board of Siemens AG, responsible as Chief Executive Officer for Siemens Gas and Power, and as a member of the board of directors of Siemens Gamesa Renewable Energy SA. She also previously served as Chair and Chief Executive Officer of Siemens Corporation USA.
In connection with her election, the Board considered the independence of Ms. Davis under New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines and concluded that she will be an independent director under these standards. The Board assigned Ms. Davis to serve as a member of its Corporate Governance and Nominating Committee and its Management Development and Compensation Committee.
Ms. Davis will receive compensation and be subject to indemnification for serving as a member of the Board consistent with the Company’s normal arrangements for non-employee directors, which are described in the Company’s definitive proxy statement for its 2020 annual meeting of stockholders. There are no arrangements or understandings between Ms. Davis and any other person pursuant to which Ms. Davis was elected as a director, and neither Ms. Davis nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the election of Ms. Davis is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
| Item 9.01. |
Financial Statements and Exhibits. |