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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): November 15, 2023

 

 

 

LOGO

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
4.000% Euro Notes due 2035   APD35   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 November 15, 2023 the board of directors (the “Board”) of Air Products and Chemicals, Inc. (the “Company”) elected Jessica T. Graziano as a director of the Company, effective December 1, 2023. Ms. Graziano, 50, has served as Senior Vice President and Chief Financial Officer of United States Steel Corporation since August 2022.

In connection with Ms. Graziano’s election, the Board considered her independence 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. Graziano to serve as a member of its Audit and Finance Committee and Corporate Governance and Nominating Committee, effective December 1, 2023.

Ms. Graziano 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 2023 annual meeting of shareholders. There are no arrangements or understandings between Ms. Graziano and any other person pursuant to which Ms. Graziano was elected as a director, and neither Ms. Graziano 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. Graziano 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 November 16, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: November 16, 2023     By:  

/s/ Sean D. Major

      Sean D. Major
     

Executive Vice President,

General Counsel and Secretary

Exhibit 99.1

 

News Release    LOGO

Air Products and Chemicals, Inc.

1940 Air Products Boulevard

Allentown, PA 18106-5500

www.airproducts.com

Jessica T. Graziano Elected to Air Products’ Board of Directors

LEHIGH VALLEY, Pa. (November 16, 2023) – Jessica T. Graziano, a senior executive with more than 20 years of financial leadership experience, has been elected to Air Products’ (NYSE:APD) Board of Directors effective December 1, 2023. Ms. Graziano will sit on the Audit and Finance Committee and the Corporate Governance and Nominating Committee.

“We are delighted to welcome Jessica to the Air Products Board,” said Air Products’ Chairman, President and Chief Executive Officer Seifi Ghasemi. “We look forward to applying her deep financial and operational expertise as we drive our core industrial gas business and execute our clean hydrogen megaprojects around the world to decarbonize the transportation and industrial sectors.”

Ms. Graziano has served as senior vice president and chief financial officer of United States Steel Corporation since August 2022, leading all aspects of finance, including financial planning and analysis, corporate accounting, tax, treasury, pension investments and investor relations, as well as labor relations, real estate and sales and operations planning functions. Prior to joining United States Steel Corporation, Ms. Graziano spent eight years with United Rentals, Inc., the world’s largest equipment rental provider, culminating in her position as executive vice president and chief financial officer from 2018 through July 2022. In this role, she was responsible for all finance functions and participated in making key operational, acquisition and global expansion decisions. Previously, Ms. Graziano spent five years at Revlon, Inc., where she advanced through positions of increasing responsibility before being named senior vice president, chief accounting officer and corporate controller. Prior to Revlon, she served in a variety of senior leadership roles in the areas of internal audit, financial reporting and financial planning and analysis.

Ms. Graziano holds a Bachelor of Science degree in Accountancy from Villanova University and a Master of Business Administration in Finance from Fairfield University. She is a certified public accountant.

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. The Company has two growth pillars driven by sustainability. Air Products’ base business provides essential industrial gases, related equipment and applications expertise to customers in dozens of industries, including refining, chemicals, metals, electronics, manufacturing, and food. The Company 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 heavy-duty transportation and industrial sectors. Additionally, Air Products is the world leader in the supply of liquefied natural gas process technology and equipment, and provides turbomachinery, membrane systems and cryogenic containers globally.

The Company had fiscal 2023 sales of $12.6 billion from operations in approximately 50 countries and has a current market capitalization of about $60 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 www.airproducts.com or follow us on LinkedIn, X, Facebook or Instagram.

-more-

 


Cautionary Note Regarding Forward-Looking Statements: This release 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 release 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 risk factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. 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.

#     #    #

Media Inquiries:

Katie McDonald, tel: (610) 481-3673; email: mcdonace@airproducts.com.

Investor Inquiries:

Sidd Manjeshwar, tel: (610) 481-1872; email: manjessj@airproducts.com

Mun Shieh, tel: (610) 481-2951; email: shiehmh@airproducts.com    

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