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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2023






(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.)

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




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
4.000% Euro Notes due 2035   APD35   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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 17, 2023, the Board of Directors (the “Board”) of Air Products and Chemicals, Inc. (the “Company”) approved the amendment and restatement of the Company’s Bylaws (as amended and restated, the “Bylaws”), which took effect immediately. The Bylaws supersede the previously existing Amended and Restated Bylaws of the Company, which took effect on November 26, 2019.

The Bylaws were amended to provide in Article I, Section 2, that a special meeting of stockholders may be called upon the written request of one or more stockholders owning not less than 10% of the Company’s outstanding common stock for at least one year. The amendment also establishes procedures for requesting a special meeting and provides that a special meeting will be held not more than 120 days following the submission of a valid special meeting request.

This summary of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits





3.1    Amended and Restated Bylaws, dated September 17, 2023
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.
Dated: September 20, 2023     By:  

/s/ Sean D. Major

      Sean D. Major

Executive Vice President,

General Counsel and Secretary