Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

 

 

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

 

 

 

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On December 12, 2024, Air Products and Chemicals, Inc. (the “Company”) released a video on its website, voteairproducts.com (the “Website”), containing certain information regarding, among other things, voting at the Company’s upcoming 2025 Annual Meeting of Shareholders, to be held on January 23, 2025. A screenshot of the video on the Website is attached hereto as Exhibit 1 and a transcript of the video is attached hereto as Exhibit 2.

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Exhibit 1

 

 

 

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Exhibit 2

At the Air Products Annual Meeting of Shareholders on January 23, 2025, you have a critical decision to make regarding the future of your investment.

Air Products is executing a two-pillar growth strategy that has and will continue to maximize value for our shareholders.

Activist hedge fund Mantle Ridge is attempting to seize control of Company leadership, make wholesale changes to the management team, and halt our momentum.

As such, it is extremely important that you vote your shares “FOR” ONLY Air Products’ slate of nine director nominees on the Company’s WHITE proxy card.

Shareholders will receive proxy materials which include a WHITE proxy card or WHITE voting instruction form.

Voting is simple and can be done by telephone, internet or by mail.

To vote by telephone, call the toll-free number provided on your WHITE proxy card and follow the automated instructions. You will be asked to provide the unique control number printed on your WHITE proxy card.

To vote by Internet, you may:

Visit the website provided on your WHITE proxy card by typing the address into your browser, entering your unique control number, and following the prompts.

If your WHITE proxy card shows a QR code, you can scan the code to directly access the voting page without entering your control number.

If you receive Air Products proxy materials via email, double check that the email relates to the white proxy card, then, click the “VOTE NOW” button embedded in the email and proceed.

If you’re voting by Internet, the deadline for most shareholders will be at 11:59 PM Eastern Time on January 22, 2025, but depending on how you hold your shares your custodian or other nominee may indicate an earlier deadline.

To vote by mail, please sign, date and return the WHITE proxy card in the postage-paid envelope enclosed in the Air Products proxy materials well ahead of January 23, 2025.

Please remember that if you mark “FOR” for more than nine nominees, your vote with respect to election of directors will be invalid and will not be counted.

We urge you to discard any blue proxy materials that you may receive from Mantle Ridge. If you have already voted the blue card, you can override this by voting again with the WHITE proxy card by telephone, internet or mail. Only your latest dated vote is counted.

Our proxy solicitor Innisfree M&A Incorporated is available to assist at the numbers shown below.

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Thank you for your support of Air Products.

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