AIR PRODUCTS & CHEMICALS INC /DE/ false 0000002969 0000002969 2022-02-20 2022-02-20 0000002969 us-gaap:CommonStockMember 2022-02-20 2022-02-20 0000002969 apd:M1.000EuroNotesDue20253Member 2022-02-20 2022-02-20 0000002969 apd:M0.500EuroNotesDue20281Member 2022-02-20 2022-02-20 0000002969 apd:M0.800EuroNotesDue20322Member 2022-02-20 2022-02-20

 

 

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) February 20, 2022

 

 

Air Products and Chemicals, Inc.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-04534   23-1274455

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1940 Air Products Boulevard

Allentown, Pennsylvania 18106-5500

(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):

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $1.00 per share   APD   New York Stock Exchange
1.000% Euro Notes due 2025   APD25   New York Stock Exchange
0.500% Euro Notes due 2028   APD28   New York Stock Exchange
0.800% Euro Notes due 2032   APD32   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 February 20, 2022 the board of directors (the “Board”) of Air Products and Chemicals, Inc. (the “Company”) elected Tonit M. Calaway as a director of the Company, effective March 1, 2022. Ms. Calaway, 54, serves as the Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of BorgWarner Inc.

In connection with her election, the Board considered the independence of Ms. Calaway 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. Calaway to serve as a member of its Corporate and Governance Committee and Management Development and Compensation Committee, effective March 1, 2022.

Ms. Calaway 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 2022 annual meeting of stockholders. There are no arrangements or understandings between Ms. Calaway and any other person pursuant to which Ms. Calaway was elected as a director, and neither Ms. Calaway 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. Calaway is filed as Exhibit 99.1 hereto and is incorporated by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
No.

  

Description

99.1    Press release dated February 22, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


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)

  Date: February 22, 2022

    By:  

/s/ Sean D. Major

      Sean D. Major
      Executive Vice President,
      General Counsel and Secretary

 

3

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