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.
Air Products urges shareholders to vote "FOR" ONLY Air
Products' nominees on the WHITE proxy card and warns
investors that following ISS' voting recommendation could have a
serious negative impact on the Company and their investment, as
described in the letter to shareholders.
The full text of the letter to shareholders follows:
AIR PRODUCTS SHAREHOLDERS HAVE TWO CHOICES TO
CONSIDER
ACHIEVE STABILITY, GROWTH, AND LONG-TERM
VALUE CREATION WITH AIR PRODUCTS' FIT-FOR-PURPOSE BOARD
OR
RISK LIMITED GROWTH, LONG-TERM VALUE
DESTRUCTION, AND AN UNCERTAIN FUTURE WITH MANTLE RIDGE'S NOMINEES
WHO HAVE STALE OR INFERIOR EXPERIENCE AND LACK ANY GO-FORWARD
PLAN
Dear Fellow Air Products Shareholders:
On January 23rd, you
will cast your vote to determine the future of your Company. On the
ballot you can make one of two choices.
- Supporting the Air Products nominees, who will continue to
oversee performance of the base business, a carefully developed and
credible two-pillar growth strategy to maximize long-term
shareholder value, and a smooth, orderly and deliberate CEO
transition.
- On the other hand, supporting any of Mantle Ridge's nominees,
who have offered no alternative plan, would remove valuable
expertise from the Board and could create significant instability
as to the future leadership or strategic direction of the
Company.
The stakes could not be higher. We think the choice is
clear:
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Choice
#1: Supporting Air Products' Superior
Nominees
Growth, Long-term
Value Creation, and Stability
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Choice
#2: Supporting Mantle Ridge's Substandard
Slate
Risk of Limited
Growth, Long-term Value Destruction, and an Uncertain
Future
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•
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Your Board is
conducting a smooth, orderly and deliberate CEO transition that
will ensure the highest quality candidate to be named President by
March 31. At that time, we will also provide a definitive
succession timeline for when this leader will become the next Air
Products CEO.
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X
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Mantle Ridge has
threatened to immediately fire the CEO and leadership team and
replace it with an unqualified CEO candidate who needs to be paired
with Dennis Reilley, has no public company chief executive
experience, and who was passed over as CEO at his previous
employer.
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•
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Focus to achieve long
term, sustainable, superior shareholder value creation.
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X
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Prioritizing short-term
opportunism and unnecessary disruption instead of innovation and
investing for the future.
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•
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Continued performance
of our core industrial gas business.
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X
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Zero plan from Mantle
Ridge.
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•
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Continued execution of
our clean hydrogen strategy: we believe that in the coming 6-12
months we will have our NEOM project in Saudi Arabia fully
committed as well as an anchor offtake customer and an equity
partner for our Darrow project in Louisiana.
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X
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Zero plan from Mantle
Ridge. If Mantle Ridge is successful, Air Products' new management
team would be faced with either (I) cutting off the clean hydrogen
strategy pursued across the industry with no ideas or path to
continued growth of an industrial gas platform or (II) attempting
to continue our path of executing long-term offtakes with global
corporate giants and sovereign-owned entities with an
inexperienced, first-time public company CEO.
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•
•
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The Board is currently
made up of experienced directors with high integrity, track records
of success, and relevant experience.
Our two new nominees,
Bhavesh V. ("Bob") Patel and Alfred Stern, bring international and
public company CEO experience and fresh perspective to successfully
oversee the execution of our two-pillar growth strategy.
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X
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Mantle Ridge's subpar
nominees are inferior to the backgrounds of Air Products' proposed
board.
• Dennis
Reilley has very stale operating experience, having last served
as an executive 18 years ago, and deeply troubling questions as to
whether he repeatedly leaked confidential information to a neighbor
from three different boards where he was a director.
•
Paul Hilal has no industry experience and a track record
of value destruction and mismanaged succession processes at every
one of Mantle Ridge's public activist campaigns – Aramark, CSX and
Dollar Tree.
• Andrew Evans'
lacks international experience and oversaw the finances of the
Vogtle nuclear power plant expansion project as CFO of Southern
Company, which was plagued by construction delays and cost overruns
– the project was seven years late and $17 billion over
budget.
•
Tracy McKibben, whose experience stems largely from
serving as an investor and consultant at what appears to be a small
firm she founded, served as a director of Imation (now known as
Glassbridge). Share prices ranged from a high of $43.60 when Ms.
McKibben joined the board, to a low of $0.75, with Imation
ultimately being delisted from the New York Stock
Exchange.
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If Mantle Ridge were to unseat our CEO, Lead Independent
Director or two other highly qualified directors from your Board,
it could create extraordinary confusion among many of our
stakeholders as to the future direction and leadership of the
Company, and put our long-term performance at risk. Allowing Mantle
Ridge to unwind our capital projects would needlessly cost
shareholders billions of dollars, rather than trusting your Board –
who with the addition of our two new nominees at our 2025 Annual
Meeting will have six of nine directors appointed in the past five
years if elected – to continue to sign off-take agreements and
undertake an orderly CEO transition.
There is no middle ground – appointing any of Mantle Ridge's
nominees could impede our ability to deliver you the long-term
shareholder value that the Company has been positioning for.
Protect your investment and the future of the Company by voting the
WHITE proxy card "FOR" ONLY Air Products' full slate of
director nominees. Please discard any blue proxy card you may
receive from Mantle Ridge.
Thank you for your continued support.
Sincerely,
The Air Products Board of Directors
For more information regarding our Board nominees and
strategy, please visit:
www.voteairproducts.com.
YOUR VOTE IS IMPORTANT. Whether or not you plan to
virtually attend the 2025 Annual Meeting, please take a few minutes
now to vote by Internet or by telephone by following the
instructions on the WHITE proxy card, or to sign, date and
return the enclosed WHITE proxy card in the enclosed
postage-paid envelope provided. Regardless of the number of Company
shares you own, your presence by proxy is helpful to establish a
quorum and your vote is important.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
ONLY AIR PRODUCTS' NINE NOMINEES AND PROPOSALS ON THE ENCLOSED
WHITE PROXY CARD.
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If you have any
questions or require any assistance with voting your shares,
please call the Company's proxy solicitor:
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Innisfree M&A
Incorporated
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501 Madison Avenue,
20th Floor
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New York, New York
10022
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Shareholders: 1 (877)
750-0537 (toll-free from the U.S. and Canada)
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or +1 (412) 232-3651
(from other countries)
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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.
Air Products had fiscal 2024 sales of $12.1 billion from operations in approximately 50
countries and has a current market capitalization of about
$65 billion. Approximately 23,000
passionate, talented and committed employees from diverse
backgrounds are driven by Air Products' higher purpose to create
innovative solutions that benefit the environment, enhance
sustainability and reimagine what's possible to address the
challenges facing customers, communities, and the world. For more
information, visit airproducts.com or follow us on LinkedIn, X,
Facebook or Instagram.
Non-GAAP Financial Measures
This communication contains certain financial measures that are
not prepared in accordance with U.S. generally accepted accounting
principles ("GAAP"), including adjusted EPS and adjusted EBITDA
margin. On our website, at investors.airproducts.com, we have
included reconciliations of these non-GAAP financial measures
to the most directly comparable financial measures prepared in
accordance with GAAP. Management believes these non-GAAP financial
measures provide investors, potential investors, securities
analysts, and others with useful information to evaluate our
business because such measures, when viewed together with our GAAP
disclosures, provide a more complete understanding of the factors
and trends affecting our business. The non-GAAP financial measures
supplement our GAAP disclosures and are not meant to be considered
in isolation or as a substitute for the most directly comparable
measures prepared in accordance with GAAP. These measures may not
be comparable to similarly titled measures used by other
companies.
Forward-Looking Statements
This communication contains "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 expectations and assumptions as of the date of this
communication and are not guarantees of future performance. While
forward-looking statements are made in good faith and based on
assumptions, expectations and projections that management believes
are reasonable based on currently available information, actual
performance and financial results may differ materially from
projections and estimates expressed in the forward-looking
statements because of many factors, including the risk factors
described in our Annual Report on Form 10-K for the fiscal year
ended September 30, 2024 and other
factors disclosed in our filings with the Securities and Exchange
Commission. Except as required by law, we disclaim any obligation
or undertaking to update or revise any forward-looking statements
contained herein to reflect any change in the assumptions, beliefs
or expectations or any change in events, conditions or
circumstances upon which any such forward-looking statements are
based.
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SOURCE Air Products