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): January 28, 2026
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 | Name of each exchange | ||
| Common Stock, par value $1.00 per share | APD | New York Stock Exchange | ||
| 0.500% Euro Notes due 2028 | APD28 | New York Stock Exchange | ||
| 2.950% Euro Notes due 2031 | APD31 | New York Stock Exchange | ||
| 0.800% Euro Notes due 2032 | APD32 | New York Stock Exchange | ||
| 3.250% Euro Notes due 2032 | APD32B | New York Stock Exchange | ||
| 4.000% Euro Notes due 2035 | APD35 | New York Stock Exchange | ||
| 3.450% Euro Notes due 2037 | APD37 | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On January 28, 2026, Air Products and Chemicals, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). There were 202,627,255 shares of common stock represented at the meeting by valid proxies or voted at the meeting, which was approximately 91.03% of the shares of common stock entitled to vote at the meeting and which constituted a quorum. The final voting results for the matters submitted to a vote of shareholders at the Annual Meeting are set forth below.
| 1. | Election of Directors. Each of the nominees for director was elected to serve until the Company’s 2027 Annual Meeting of Shareholders and until his or her successor is elected and qualified. The voting results were as follows: |
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||||
| Tonit M. Calaway | 175,376,139 | 11,576,160 | 610,475 | 15,064,481 | ||||||||||||
| Andrew W. Evans | 186,280,829 | 1,113,434 | 168,511 | 15,064,481 | ||||||||||||
| Jessica Trocchi Graziano | 186,333,108 | 1,075,578 | 154,088 | 15,064,481 | ||||||||||||
| Paul C. Hilal | 183,588,728 | 3,800,690 | 173,356 | 15,064,481 | ||||||||||||
| Eduardo Menezes | 186,623,395 | 758,406 | 180,973 | 15,064,481 | ||||||||||||
| Bhavesh V. Patel | 183,797,466 | 3,496,241 | 269,067 | 15,064,481 | ||||||||||||
| Dennis H. Reilley | 184,691,231 | 2,715,399 | 156,144 | 15,064,481 | ||||||||||||
| Wayne T. Smith | 184,801,473 | 2,593,483 | 167,818 | 15,064,481 | ||||||||||||
| Alfred Stern | 183,565,728 | 3,833,466 | 163,580 | 15,064,481 | ||||||||||||
| Howard Ungerleider | 186,389,771 | 1,004,004 | 168,999 | 15,064,481 | ||||||||||||
| 2. | Advisory Vote on Executive Officer Compensation. The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, by the vote set forth in the table below. |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 180,121,816 (96.25% of the votes cast) | 7,002,770 | 438,188 | 15,064,481 |
| 3. | Ratification of Appointment of Independent Auditors. The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026 by the vote set forth in the table below. |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 201,791,258 (99.68% of the votes cast) | 641,813 | 194,184 | 0 |
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: January 29, 2026 | By: | /s/ Matthew Lepore | ||||
| Matthew Lepore | ||||||
| Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | ||||||