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) January 28, 2016

 

 

Air Products and Chemicals, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware

  

1-4534

  

23-1274455

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

7201 Hamilton Boulevard,

Allentown, Pennsylvania

  

18195-1501

(Address of Principal Executive Offices)   (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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 28, 2016, the Company held its Annual Meeting of Shareholders. The total number of shares represented at the meeting by valid proxies and ballots was 189,476,693 shares, which is 87.9% of the shares of stock entitled to vote at the meeting and which constituted a quorum. The final voting results for the matters submitted to a vote of shareholders at the Annual Meeting follow.

 

1. Election of Directors. Each of the nominees for director was elected to serve until the Company’s 2017 Annual Meeting, or until his or her earlier death, resignation, or retirement. The vote results were as follows, with each nominee having received at least 98.4% of the votes cast for his or her election:

 

Nominee   Votes For   Votes Against   Votes Abstained   Broker Non-Votes

Susan K. Carter

   176,067,045   1,267,536   326,269   11,815,843

Charles I. Cogut

   176,209,008   1,101,842   350,000   11,815,843

Seifollah Ghasemi

   173,517,013   2,812,142   1,331,695   11,815,843

David H.Y. Ho

   175,953,583   1,348,987   358,280   11,815,843

Margaret G. McGlynn

   175,439,260   1,869,188   352,402   11,815,843

 

2. Advisory Vote on Executive Officer Compensation. The shareholders approved on an advisory basis the compensation of the Executive Officers by the votes set forth in the table below.

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes

173,444,537

(98.0% of the votes cast)

   3,543,404   672,909   11,815,843

 

3. Ratification of Appointment of Independent Auditors. The appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending September 30, 2016 was ratified by the shareholders by the votes set forth in the table below.

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes

187,940,103

(99.4% of the votes cast)

   1,131,948   404,642   0

 

2

4. Approval of Annual Incentive Plan Terms. The shareholders approved the Annual Incentive Plan terms to continue tax deductibility by the votes set forth in the table below.

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes

174,938,016

(98.7% of the votes cast)

   2,224,885   497,949   11,815,843

 

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   
      Air Products and Chemicals, Inc.
      (Registrant)
     
   
Dated: February 2 2016     By:   /s/ Mary T. Afflerbach
      Mary T. Afflerbach
     

Corporate Secretary and Chief

Governance Officer

 

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