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) July 26, 2015

 

 

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July, 26, 2015 the Board of Directors of Air Products and Chemicals, Inc. (“Company”) elected Mr. Charles (“Casey”) Cogut as a director of the Company for a term expiring at the Annual Meeting of Shareholders in January 2016. Mr. Cogut will be assigned to the Audit and Corporate Governance and Nominating Committees. Mr. Cogut will receive the standard compensation arrangements provided to the independent directors of the Company as described in the Company’s 2014 proxy statement. There was no arrangement or understanding between Mr. Cogut and any other persons pursuant to which Mr. Cogut was selected as a director and there are no related party transactions involving Mr. Cogut that are reportable under item 404(a) of Regulation S-K. A copy of the press release announcing Mr. Cogut’s election is attached as Exhibit 99.1 to the Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits

 

d. Exhibits

 

99.1    Press Release dated July 29, 2015

 

1


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: July 29, 2015     By:   /s/    Mary T. Afflerbach        
      Mary T. Afflerbach
      Corporate Secretary and Chief Governance Officer

 

2


Exhibit Index

 

Exhibit
No.

  

Description

99.1    Press Release dated July 29, 2015

 

3



Exhibit 99.1

 

LOGO

Air Products and Chemicals, Inc.

7201 Hamilton Boulevard, Allentown, PA 18195-1501

www.airproducts.com

Air Products’ Board Elects New Director

LEHIGH VALLEY, Pa. (July 29, 2015) – Air Products (NYSE: APD) today announced the addition of Charles “Casey” Cogut, Senior M&A Counsel at the law firm Simpson Thacher & Bartlett LLP (STB), to its board of directors.

“Mr. Cogut is one of the most prominent and well known corporate lawyers in America, and has been a sought-after advisor by the boards of many companies. I am very pleased to welcome him to our company’s board of directors. He has extensive experience, has been involved in some of the largest merger and acquisition transactions in the last 30 years, and brings with him a wealth of knowledge and experience that we currently do not have on our board,” said Seifi Ghasemi, Air Products’ chairman, president and chief executive officer.

Cogut joined the New York-based law firm in 1973 and served as partner in STB from 1980-2012. For many years he was a leading member of STB’s merger and acquisition (M&A) and private equity practices. He specialized in domestic, international and cross-border mergers and acquisitions, the representation of special committees of boards of directors, and buyouts and other transactions involving private equity firms. In addition, he regularly advised boards of directors with respect to corporate governance matters and fiduciary responsibilities. From 1990-1993 he served as senior resident partner in the firm’s London office.

Cogut has been named a “senior statesman” in the practice areas of corporate M&A and private equity buyouts in Chambers Global and Chambers USA Guides. He has also been named as one of “The Best of the Best” M&A lawyers, private equity lawyers, and governance lawyers in Euromoney’s Expert Guides. In addition, he has been recognized by Lawdragon 500 as one of the leading lawyers in America. Cogut was named as a “Deal Maker of the Year” by The American Lawyer in both 2008 and 2010.

Cogut is a member of the board of overseers of the University of Pennsylvania Law School. He is co-chair of the board of advisors of the University’s Institute for Law and Economics and a member of the Law School’s adjunct faculty. He is also a member of the board of trustees and executive committee of Cold Spring Harbor Laboratory.

Cogut earned his J.D. at the University of Pennsylvania Law School. He earlier graduated summa cum laude from Lehigh University.

About Air Products

Air Products (NYSE:APD) is a leading industrial gases company. For nearly 75 years, the company has provided atmospheric, process and specialty gases, and related equipment to manufacturing markets including metals, food and beverage, refining and petrochemical, and natural gas liquefaction. Air Products’ materials technologies segment serves the semiconductor, polyurethanes, cleaning and coatings, and adhesives industries. Over 20,000 employees in 50 countries are working to make Air Products the world’s safest and best performing industrial gases company, providing sustainable offerings and excellent service to all customers. In fiscal 2014, Air Products had sales of $10.4 billion and was ranked number 276 on the Fortune 500 annual list of public companies. For more information, visit www.airproducts.com.

 

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NOTE: This release may contain forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s reasonable expectations and assumptions as of the date of this release regarding important risk factors. Actual performance and financial results may differ materially from projections and estimates expressed in the forward-looking statements because of many factors not anticipated by management, including risk factors described in the Company’s Form 10K for its fiscal year ended September 30, 2014.

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Media Inquiries:

Art George, tel: (610) 481-1340; e-mail: georgeaf@airproducts.com

Investor Inquiries:

Simon Moore, tel: (610) 481-7461; e-mail: mooresr@airproducts.com.

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