Change is In the Air: Mantle Ridge's Four
Shareholder Nominees Will Help the Board Usher in a Brighter
Future
All of the Leading Independent Proxy Advisory
Firms – ISS, Glass Lewis, and Egan-Jones – Recommend Replacing CEO
Seifi Ghasemi and Other Board
Members with Mantle Ridge Nominees
Air Products' January
23, 2025 Annual Meeting is Fast Approaching: Vote Your
Shares As Soon As Possible Online at the Voting Website Listed on
Your BLUE Proxy Card or Voting Instruction Form
Mantle Ridge Urges Shareholders to Vote Online
"FOR" All Four of its Superbly Qualified Director Nominees –
Andrew Evans, Paul Hilal,
Tracy McKibben, and Dennis Reilley – and "WITHHOLD" On
Company Nominees Charles Cogut, Lisa A.
Davis, Seifollah "Seifi" Ghasemi, and Edward L. Monser
View Related Materials and Voting Instructions
at www.RefreshingAirProducts.com
NEW
YORK, Jan. 16, 2025 /PRNewswire/ -- Mantle
Ridge LP, which, together with its affiliates (collectively,
"Mantle Ridge"), beneficially owns approximately $1.3 billion of the outstanding common shares of
Air Products and Chemicals, Inc. (NYSE: APD) ("Air Products" or the
"Company"), today sent an open letter to Air Products shareholders
regarding its four nominees up for election at the Company's
upcoming Annual Meeting on January
23, 2025.
The full text of the letter is included below, attached, and
available at www.RefreshingAirProducts.com.
Change is In the Air!
Dear Fellow Shareholders,
The Annual Meeting of Air Products and Chemicals, Inc. ("Air
Products" or the "Company") is on January
23, less than a week away. We, the Air Products
shareholders, in this historic election have an opportunity to
effect changes that we believe will arrest the Company's decline
and help turn Air Products towards a brighter future.
We can achieve this if we all vote our shares. Given how close
we are to the Annual Meeting date, we ask that you look up the
online voting instructions at the website listed on the BLUE
proxy card, or on the voting instruction form you have received. We
ask you to vote today FOR the four strong, independent
shareholder representatives nominated by Mantle Ridge –
Andrew Evans, Paul Hilal,
Tracy McKibben, and Dennis Reilley – and to WITHHOLD
votes from Company nominees Charles
Cogut, Lisa Davis,
Seifi Ghasemi, and Ed Monser.
Voting is easy, but how are shareholders to know which choice to
make on their ballots? Indeed, it is hard to reconcile the starkly
different claims put forth by Mantle Ridge and the current Board,
and harder still to know which party is framing the facts fairly
and correctly.
Fortunately, three firms – the independent proxy advisors – are
staffed with experts who sort through the competing claims in
contests such as these, analyze them, and publish their findings
and recommendations. We are humbled and deeply gratified that
all three of them – ISS, Glass Lewis, and Egan-Jones[1] –
recommend replacing CEO Seifi
Ghasemi and others from the Board with the shareholder
nominees proposed by Mantle Ridge.
The resounding findings of the proxy advisory firms regarding
the credibility of the statements made by each side come, we
believe, as little surprise to the employees and to those
shareholders who have had the opportunity to follow this closely.
But they may be clarifying to others.
A Clear Path to Prosperity
The four exceptional shareholder nominees Mantle Ridge has
proposed – Andrew Evans, Paul Hilal,
Tracy McKibben, and Dennis Reilley – bring considerable relevant
industry and functional experience, including experience in
shareholder-led board refreshment (both as incumbents and as
shareholder nominees). They possess expertise critical to the
future of Air Products, and they have stepped up to help the Board
and Company get back on track.
If afforded the opportunity to serve, all four are eager to join
the Board and work collaboratively with the other directors on day
one. They will work to help the refreshed Board implement
best-in-class governance and reassess the alignment of the
Company's compensation plan, strategy, and capital allocation, with
an eye exclusively to serving the best interests of the Company and
its shareholders.
They will also be able to ensure that Air Products runs a
renewed, bona fide CEO search process, expanded to include
the most qualified candidates, enabling the Company to recruit the
best possible leadership. Refreshed with the shareholder nominees,
the Board will have the opportunity to consider re-uniting what the
investment research community has dubbed the "Dream Team" of
industrial gas industry legends: Eduardo
Menezes and Dennis Reilley,
former executives from best-in-class Linde plc (formerly Praxair,
Inc. prior to its 2018 merger with Linde).
Refreshed with the four new shareholder nominees proposed by
Mantle Ridge, the Board will not only be meaningfully fortified, it
will have a chance to reset its culture and thinking. In our
experience, shareholder-driven board refreshment has been the only
way to effect this outcome. Carefully chosen shareholder nominees –
like the four we are proposing – can make the transition smooth and
harmonious.
With a Board refreshed by the shareholders, and new CEO
leadership of the caliber and experience of Mr. Menezes, we believe
Air Products would today be worth $425 per share[2] and be well-positioned to drive
double-digit annual Total Shareholder Return ("TSR") compounding
thereafter.
To see what the ISS, Glass Lewis and Egan-Jones reports say,
and to find out more about our superb nominees and compelling case
for change, please visit www.RefreshingAirProducts.com.
The Choice is Clear. The Time is Now
The reports from all three of the independent proxy advisory
firms — ISS, Glass Lewis, and Egan-Jones — provide compelling
third-party validation of Mantle Ridge's case for change. We
encourage you to visit our website listed below to carefully read
what those reports say and learn more about Mantle Ridge, our
nominees, and the case for change.
Air Products' 2025 Annual Meeting is fast approaching – you have
just days left to cast your vote. Will we, the shareholders, seize
this historic opportunity to help Air Products turn toward a
brighter future, or will we allow this golden chance to slip past
us?
If you need help casting your vote or have additional questions,
please submit a question on our website
www.RefreshingAirProducts.com and we will get back to you
quickly.
We thank you for your attention and support.
Respectfully,
The Mantle Ridge Team
To Enhance Air Products' Performance and Create the Long-Term
Value that You Deserve, Mantle Ridge Urges You to Vote Online at
the Voting Website Listed on Your BLUE proxy card or voting
instruction form "FOR" Mantle Ridge's Four Highly Qualified
Director Nominees – Andrew Evans,
Paul Hilal, Tracy McKibben, and
Dennis Reilley – and "WITHHOLD" on
the Company Nominees Charles Cogut, Lisa A.
Davis, Seifollah "Seifi" Ghasemi, and Edward L. Monser.
Time is Short: To ensure your votes are counted, we urge you
to vote online via the voting website located on
your BLUE Proxy Card or Voting Instruction Form.
Visit www.RefreshingAirProducts.com for important information
regarding the ISS, Glass Lewis and Egan-Jones reports, Mantle
Ridge's highly qualified nominees and our case for change at Air
Products, as well as voting instructions.
About Mantle Ridge
Founded in 2016, Mantle Ridge LP is an engaged, long-term
owner-steward that works closely and constructively with company
boards to create durable long-term value for all stakeholders. None
of Mantle Ridge's affiliated entities is a hedge fund or other
investment vehicle with a structurally short-term incentive.
Mantle Ridge engages with the expectation of maintaining an
ownership position over the very long-term. Mantle Ridge has raised
separate, single-investment, five-year special purpose vehicles to
support its previous engagements with companies including CSX
Corporation, Aramark, and Dollar Tree. For more information,
visit https://www.mantleridge.com/.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information herein contains "forward-looking statements."
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as "may," "will,"
"expects," "believes," "anticipates," "plans," "estimates,"
"projects," "potential," "targets," "forecasts," "seeks," "could,"
"should" or the negative of such terms or other variations on such
terms or comparable terminology. Similarly, statements that
describe our objectives, plans or goals are forward-looking.
Forward-looking statements are subject to various risks and
uncertainties and assumptions. There can be no assurance that any
idea or assumption herein is, or will be proven, correct. If one or
more of the risks or uncertainties materialize, or if any of the
underlying assumptions of Mantle Ridge LP and its affiliates
(collectively, "Mantle Ridge") or any of the other participants in
the proxy solicitation described herein prove to be incorrect, the
actual results may vary materially from outcomes indicated by these
statements. Accordingly, forward-looking statements should not be
regarded as a representation by Mantle Ridge that the future plans,
estimates or expectations contemplated will ever be achieved.
Certain statements and information included herein may have been
sourced from third parties. Mantle Ridge does not make any
representations regarding the accuracy, completeness or timeliness
of such third party statements or information. Except as may
be expressly set forth herein, permission to cite such statements
or information has neither been sought nor obtained from such third
parties, nor has Mantle Ridge paid for any such statements or
information. Any such statements or information should not be
viewed as an indication of support from such third parties for the
views expressed herein. Mantle Ridge disclaims any obligation to
update the information herein or to disclose the results of any
revisions that may be made to any projected results or
forward-looking statements herein to reflect events or
circumstances after the date of such information, projected results
or statements or to reflect the occurrence of anticipated or
unanticipated events.
Investor Contact
D.F. King & Co., Inc.
Edward McCarthy
Tel: (212) 493-6952
Media Contacts
Jonathan Gasthalter /
Nathaniel Garnick
Gasthalter & Co.
Tel: (212) 257-4170
Email: RefreshingAPD@gasthalter.com
[1] The full names of the proxy advisory firms referenced
include: Institutional Shareholder Services Inc.; Glass Lewis
& Co.; and Egan-Jones Proxy Services.
[2] For further information, see pages 6, 23 and 109 of Mantle
Ridge's investor presentation entitled "Refreshing Air Products"
(December 2024), filed with the
Securities and Exchange Commission on December 17, 2024.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/make-your-voice-heard-mantle-ridge-sends-open-letter-asking-air-products-and-chemicals-inc-shareholders-to-vote-at-annual-meeting-302353694.html
SOURCE Mantle Ridge LP