AIR PRODUCTS & CHEMICALS INC /DE/ false 0000002969 0000002969 2021-07-19 2021-07-19 0000002969 us-gaap:CommonStockMember 2021-07-19 2021-07-19 0000002969 apd:M1.000EuroNotesDue20253Member 2021-07-19 2021-07-19 0000002969 apd:M0.500EuroNotesDue20281Member 2021-07-19 2021-07-19 0000002969 apd:M0.800EuroNotesDue20322Member 2021-07-19 2021-07-19












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 19, 2021






(Exact Name of Registrant as Specified in Charter)




Delaware   001-04534   23-1274455

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

7201 Hamilton Boulevard

Allentown, Pennsylvania 18195-1501

(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





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

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 July 19, 2021 the board of directors (the “Board”) of Air Products and Chemicals, Inc. (the “Company”) elected Wayne T. Smith as a director of the Company, effective August 1, 2021. Mr. Smith, 61, served until recently as the Chairman and Chief Executive Officer of BASF Corporation, with responsibility for the Monomers, Performance Materials, Petrochemicals, Intermediates and North America divisions, and as a member of the management board of its parent company, BASF SE.

In connection with his election, the Board considered the independence of Mr. Smith under New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines and concluded that he will be an independent director under these standards. The Board assigned Mr. Smith to serve as a member of its Audit and Finance Committee and Management Development and Compensation Committee, effective August 1, 2021.

Mr. Smith 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 2021 annual meeting of stockholders. There are no arrangements or understandings between Mr. Smith and any other person pursuant to which Mr. Smith was elected as a director, and neither Mr. Smith nor any of his 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 Mr. Smith is filed as Exhibit 99.1 hereto and is incorporated by reference.


Item 9.01.

Financial Statements and Exhibits.





Exhibit No.



99.1    Press release dated July 19, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.
Date: July 19, 2021     By:  

/s/ Sean D. Major

      Sean D. Major

Executive Vice President,

General Counsel and Secretary