DEFA14A: Air Products Urges Shareholders to Vote White Card in Proxy Contest Against Mantle Ridge

Air Products is actively soliciting shareholders to vote using the WHITE proxy card in the contested director election against activist investor Mantle Ridge.

Summary

• Air Products is engaged in a proxy contest with activist investor Mantle Ridge.
• The company is urging shareholders to vote using the WHITE proxy card to elect Air Products' nine nominees.
• Shareholders may receive proxy materials from both Air Products (WHITE card) and Mantle Ridge (BLUE card).
• Air Products advises shareholders to discard any BLUE proxy cards received from Mantle Ridge.
• Shareholders who have already voted on a BLUE card can change their vote by voting again on the WHITE card.
• The company encourages shareholders to vote promptly, even if they plan to attend the meeting.
• Shareholders with multiple accounts must vote each control number to ensure all shares are counted.
• Assistance with voting is available through the How to Vote | Vote Air Products website or by contacting Innisfree M&A at 1(877) 750-0537 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other countries).

Sentiment

Score: 6

Explanation: The document is neutral in tone, focusing on providing information and urging shareholders to vote. The proxy contest itself introduces some uncertainty, but the communication is clear and direct.

Positives

• Air Products is actively communicating with shareholders to ensure their votes are cast.
• The company provides clear instructions and resources for shareholders to vote correctly.
• Shareholders have the ability to change their vote if they initially voted using the BLUE card.

Risks

• The proxy contest with Mantle Ridge could lead to changes in the composition of the board of directors.
• Shareholder confusion regarding the voting process could impact the outcome of the election.
• Activist investor involvement can create uncertainty about the company's future direction.

Future Outlook

The outcome of the proxy contest will determine the composition of Air Products' board of directors and potentially influence the company's strategic direction.

Management Comments

• Air Products leadership team strongly encourages you to vote ONLY FOR each of the nine highly qualified Air Products Nominees.

Industry Context

Proxy contests are a common tactic used by activist investors to influence corporate strategy and governance. The outcome of this contest could have implications for Air Products' future performance and shareholder value.

Stakeholder Impact

• The outcome of the proxy contest will impact shareholders by influencing the company's strategic direction and governance.
• Employees may be affected by any changes in company strategy or leadership resulting from the election.

Next Steps

• Shareholders need to vote using the WHITE proxy card.
• Air Products and Mantle Ridge may continue to solicit votes in the coming weeks.
• The results of the director election will be announced at the shareholder meeting.

Key Dates

Keywords

proxy contest, Air Products, Mantle Ridge, shareholders, vote, WHITE card, BLUE card, director election, nominees, Innisfree M&A