Air Products and Chemicals, Inc. (APD) Earnings Call Transcript & Summary

Okay. Good morning, everyone. Thank you for being here. Welcome to Air Products Annual Meeting of Shareholders. It's a great -- it is a great honor for me to be here, and it's a great honor to welcome all of you to our -- to this auditorium at our corporate headquarters. And I also welcome everybody who is listening via the webcast. The principal purpose of this meeting is to vote on the proposals that have been described in the proxy statement that was filed with the Securities and Exchange Commission and provided or made available to each shareholder. My name is Seifi Ghasemi, Chairman of the Board, President and Chief Executive Officer of Air Products. On behalf of all of us, I would like -- and our directors and officers who are here, I'd like to welcome you today to this meeting. The formal annual meeting will be followed by a question-and-answer period. At this time, I would like to introduce Mr. Sean Major, Executive Vice President, General Counsel and Secretary of the company. Sean will review certain items which are related on the conduct of this meeting today. Sean?

Thank you, Seifi. Upon entering the meeting, each of you was presented with an order of business and a list of rules of conduct for this annual meeting. We ask that you abide by these rules to be fair to the other shareholders present and so that we can conduct an orderly meeting. As stated in the rules of conduct, the shareholders should not address the meeting until recognized by the Chairman. If you want to ask a question or speak during the meeting, please wait for the appropriate time in accordance with the order of business. Thank you for your cooperation with these rules. Seifi will now proceed with the business of the meeting.

The meeting will now come to order. The following directors are in the audience and standing for election today, and I like them to stand as I call their name: Ms. Susan Carter, Senior Vice President and Chief Financial Officer of Ingersoll Rand; Mr. Casey Cogut, retired partner, Simpson Thacher; Mr. Chad Deaton, retired Chairman and Chief Executive Officer of Baker Hughes; Mr. David Ho, Chairman and Founder of Kiina Investment Incorporated; Ms. Margaret McGlynn, Margie McGlynn, retired President of Merck global vaccine and infectious disease division and retired President and Chief Executive Officer of International AIDS Vaccine; Mr. Ed Monser, retired President of Emerson Electric Co.; Mr. Matthew Paull, retired Senior Executive Vice President and Chief Financial Officer of McDonald's Corporation. I would like to introduce Mr. Paul Rogers, Gerry Miceli and Kurt Williams, who are -- they are representing -- representatives of our independent registered public accounting firm, Deloitte & Touche. Thank you for being here. Sean will now address the business aspects of this meeting.

Thank you, Seifi. Proof of notice of this meeting will be filed with the minutes of this meeting. The minutes of last year's meeting held on January 24, 2019, are available for examination by any shareholder at the registration desk outside the auditorium. The record date for this meeting was November 29, 2019. The record date shareholder list has been opened for inspection by any shareholder of record for any purpose germane to this meeting for 10 days prior to this meeting and will be kept open for inspection by shareholders of record during the meeting. In accordance with the company's bylaws, the company has appointed a representative of Broadridge Financial Solutions Inc. as the Inspector of Election. Broadridge has provided me with the report indicating that proxies representing at least 89.5% of Air Products and Chemicals' outstanding shares are present at this meeting. Therefore, a quorum exists, this meeting is duly organized and the business of the meeting can proceed. The business of the meeting is limited to 3 proposals described in the proxy statement. The items of business are: to elect the 8 nominees listed in the proxy statement as directors for a 1-year term; to conduct an advisory vote on executive officer compensation; to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending September 30, 2020. These items are further described in our notice of meeting and proxy statement, a copy of which has been provided or made available to all shareholders and also is available at this meeting. Motions and seconds will not be required for these proposals. The polls for voting on these 3 proposals are currently open. In order to expedite the conduct of this meeting, will all shareholders who have not presented their proxies, please give their proxies to the Inspector of Election. All voting at this time will be by written ballot. There will be no opportunity for voting by voice. If you've already sent in your proxy and do not wish to change your vote, it is not necessary to complete another proxy form or submit a written ballot. For those shareholders who have not submitted a proxy or wish to revoke a previously submitted proxy, please raise your hand and the Inspector of Election will provide you with a ballot. The proxy statement for this meeting described 3 matters to be acted on today. Proposal 1 is the election of 8 directors to serve until the Annual Meeting of Shareholders in 2021. The nominees are Susan K. Carter, Charles I. Cogut, Chadwick C. Deaton, Seifi Ghasemi, David H.Y. Ho, Margaret G. McGlynn, Edward L. Monser, Matthew H. Paull. Information on the nominees was provided in the proxy statement. Is there any discussion? For proposal 2, the Board is requesting that shareholders approve, on an advisory basis, the company's executive officer compensation. Is there any discussion? For proposal 3, the Board is proposing the ratification of the appointment of Deloitte & Touche LLP to serve as the company's independent registered public accounting firm for the fiscal year ending September 30, 2020. Is there any discussion? If you are a registered shareholder entitled to vote and have not yet voted or want to change your previously cast vote, the Inspector of Election will provide you with a ballot. If you've already voted, there is no need to recast your vote. Does anyone wish to vote or change their vote before we close the polls? [Voting]

The polls are now closed, and the Inspector of Election can tabulate the votes. The Inspector of Election has presented me with a preliminary report covering votes received for and against each of the 3 proposals. Inspector of Election, has there been any change in the outcome of the vote?

Mr. Secretary, there has been no change in the outcome of the vote.

Thank you. I can report that the 8 candidates for director have been elected and that proposals 2 and 3 were approved by shareholders. For those interested, the complete voting results, including the ballots cast at this meeting, will be reported in a Form 8-K filed with the Securities and Exchange Commission on or before January 29. The Form 8-K will be available on the company's website promptly after it has been filed. That concludes the formal portion of this meeting. There being no further business to be brought before this meeting, I declare this meeting adjourned.