Air Products and Chemicals (APD) Proxy Filing summary

Executive summary

• Strategic refocus on core industrial gases business, with divestiture of LNG and cancellation of select energy transition projects to enhance capital discipline and shareholder value.

• Board and management refresh with seven new directors and a new CEO, Eduardo Menezes, bringing extensive industry experience and a renewed focus on productivity, pricing, and operational excellence.

• Fiscal 2025 sales and adjusted operating income were slightly down from 2024 due to divestitures and market headwinds, but adjusted EPS exceeded revised guidance.

• Targeting high single-digit annual adjusted EPS growth, margin improvement, and increased shareholder returns through dividends and potential buybacks over the next few years.

• Shareholder engagement and transparency remain priorities, with a virtual annual meeting scheduled for January 28, 2026.

Voting matters and shareholder proposals

• Election of ten director nominees for one-year terms, all with significant industry and leadership experience; 90% of nominees are independent.

• Advisory vote on executive officer compensation (say-on-pay), with 93.7% shareholder support at the last meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

• Shareholder rights include proxy access, special meeting rights, and majority voting standards.

Board of directors and corporate governance

• Board refreshed with seven new directors in the past year; average tenure is 1.5 years.

• Board diversity at 40%, with a broad mix of skills in governance, finance, operations, and sustainability.

• Separate, independent Chairman and Vice Chairman roles; all committees except the Executive Committee are fully independent.

• Annual board and committee self-evaluations, robust director stock ownership requirements, and active shareholder engagement.