LAST CHANCE TO VOTE: MANTLE RIDGE ASKS AIR PRODUCTS AND CHEMICALS, INC. SHAREHOLDERS TO CAST THEIR VOTE FOR CHANGE AND A BETTER FUTURE

Rhea-AI Summary

Mantle Ridge LP, owning approximately $1.3 billion of Air Products and Chemicals (NYSE: APD) shares, is urging shareholders to vote for change at the upcoming January 23, 2025 Annual Meeting. All three leading proxy advisory firms - ISS, Glass Lewis, and Egan-Jones - have recommended replacing CEO Seifi Ghasemi and other board members with Mantle Ridge's proposed nominees.

The investment firm is proposing four shareholder nominees: Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley. Their plan includes bringing in industrial gas industry veterans Eduardo Menezes and Dennis Reilley, former executives from Linde plc, described by analysts as a 'Dream Team' to lead Air Products. Multiple investment research firms, including Barclays, Wells Fargo, Deutsche Bank, and JP Morgan, have expressed support for the proposed changes.

Positive

• Unanimous support from three major proxy advisory firms for board changes
• Strong backing from major investment research firms for proposed leadership changes
• Experienced industry veterans proposed for leadership positions

Negative

• Current CEO's tenure marked by 'unsatisfactory performance' and 'mismanagement' according to proxy advisors
• Lack of clear CEO succession plan noted as significant risk
• Poor company performance under current leadership cited by multiple sources

Insights

Corporate Governance Expert

This proxy battle represents a pivotal moment for Air Products. The unanimous recommendation from all three major proxy advisory firms (ISS, Glass Lewis and Egan-Jones) to replace the current CEO and board members is extremely rare and significant. The critique focuses on three critical areas: poor performance, lack of succession planning and potential entrenchment issues.

The proposed "Dream Team" of Eduardo Menezes and Dennis Reilley from Linde/Praxair brings substantial industry expertise. Their track record at Linde, a best-in-class operator, suggests potential for significant operational improvements at APD. The $1.3 billion stake from Mantle Ridge provides them with substantial skin in the game.

The broad support from major investment banks (Barclays, Wells Fargo, Deutsche Bank, JP Morgan) adds credibility to the dissident slate. This level of institutional backing typically indicates a high probability of success in proxy contests.

Investment Strategist

The market implications of this proxy battle are substantial. A management change could trigger a significant rerating of APD's stock, as evidenced by similar successful activist campaigns in the industrial sector. The proposed leadership team's experience at Linde/Praxair - known for superior operational efficiency and capital allocation - suggests potential for margin expansion and improved return on invested capital.

Key catalysts include:

• Potential operational improvements under new management
• Enhanced capital allocation discipline
• Improved succession planning and governance

The unanimous support from proxy advisors typically results in a 70-80% probability of success for the dissident slate, based on historical precedents in similar contests.

Air Products' Annual Meeting is Less Than 48 Hours Away: Vote Your Shares Online Today at the Voting Website Listed on Your BLUE Proxy Card or Voting Instruction Form

Leading Proxy Advisory Firms ISS, Glass Lewis, and Egan-Jones Unanimously Recommend Replacing CEO Seifi Ghasemi and Others from the Board with Shareholder Nominees Proposed by Mantle Ridge

Mantle Ridge Urges Shareholders to Vote Online "FOR" the Four Independent Shareholder Nominees – Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley – and "WITHHOLD" On Company Nominees Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi, and Edward L. Monser

View Related Materials and Voting Instructions at www.RefreshingAirProducts.com

NEW YORK, Jan. 21, 2025 /PRNewswire/ -- Mantle Ridge LP, which, together with its affiliates (collectively, "Mantle Ridge"), beneficially owns approximately $1.3 billion of the outstanding common shares of Air Products and Chemicals, Inc. (NYSE: APD) ("Air Products" or the "Company"), reminds shareholders that the Company's upcoming Annual Meeting of Shareholders (the "Annual Meeting") is scheduled for January 23, 2025, and asks all shareholders to vote in favor of the four shareholder nominees – Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley – it has advanced to serve on Air Products' Board of Directors (the "Board").

Mantle Ridge notes the following:

• The three leading independent proxy advisory firms – ISS, Glass Lewis, and Egan-Jones¹ – have all issued comprehensive reports recommending that Air Products shareholders vote to replace CEO Seifi Ghasemi and others from the Board with shareholder nominees proposed by Mantle Ridge:
  
  
  • "Under CEO Seifi Ghasemi's tenure, the management and board of Air Products has struggled to fully realize the potential of the Company's business lines… We firmly believe that Air Product's unsatisfactory performance stems in part from mismanagement and the absence of effective leadership to guide the Company. In our view, Mr. Seifi Ghasemi is not the right leader to unlock the full potential of Air Products." – Egan-Jones, 1/10/25
    
    
  • "The absence of a clear CEO succession plan, along with Mr. Ghasemi's numerous statements regarding his intention to remain as CEO, not only calls into question the integrity of leadership but also poses a significant reputational risk to the company... Mr. Ghasemi's desire to entrench himself at the helm demonstrates a lack of accountability from the Board and a breach of Mr. Ghasemi's and the Board's fiduciary duties." – Egan-Jones, 1/10/25
    
    
  • "… APD's effort to return fire on Mantle Ridge's track record by utilizing overtly dubious measurement dates and eschewing relevant industry benchmarks ultimately carves a fairly wide berth around credibility. We note Mantle Ridge has firmly addressed this issue with much more widely accepted analytical methodologies… [W]e believe the assortment of modestly reasoned metrics advanced by APD swiftly falters under withering critique from Mantle Ridge, which goes on to offer investors a substantially more comprehensive and transparent dissection of the Company's operating performance and financial condition." – Glass Lewis, 1/9/25
    
    
  • "[F]ollowing years of poor performance…and in view of a functionally vacant succession framework slated to leave CEO Seifi Ghasemi in an indefinite position of influence… Mantle Ridge has — APD's manifold and occasionally specious protestations to the contrary… provided shareholders with a clear, credible and proportionate alternative backed by suitably experienced, independent candidates." – Glass Lewis, 1/9/25
    
    
  • "Under the leadership of a new chairman, the reconstituted board would be better able to get succession planning back on track, including an impartial assessment of the CEO successor candidates currently identified by the board, as well as the dissident's candidate, Menezes, whose industry knowledge was apparent during engagement with ISS… The dissident's slate includes candidates that have skills and experience to help the board address these issues." – ISS, 1/13/25
    
    
• The investment research community agrees, and has expressed confidence that Mantle Ridge's proposed "Dream Team" to lead Air Products – the pairing of industrial gas industry legends Eduardo Menezes and Dennis Reilley, former executives from best-in-class Linde plc (formerly Praxair, Inc.) – represents an attractive path forward for the Company:
  
  
  • "The probability of the 'Change' outcome appears to be rapidly rising, with most shareholders tending to align with shareholder proxy advisory services' recommendations." – Barclays, 1/13/25 – Michael Leithead
    
    
  • "…[T]he support from shareholders should be recognized by the rest of the board for their case for change and would be anchored by the Reilley/Menezes dream team." – Wells Fargo, 1/13/25 – Michael Sison
    
    
  • "Mr. Menezes is a well regarded industrial gas executive. As such, the management team proposed for Mantle Ridge to lead Air Products is, our view, strong as well." – Deutsche Bank, 11/24/24 – David Begleiter
    
    
  • "Reilley and Menezes have proven themselves as excellent industrial gas executives… If Seifi Ghasemi were to stand aside, it would be difficult to imagine a stronger pair of candidates to take his place." – JP Morgan, 10/18/24 – Jeffery J. Zekauaskas
    
    
  • "We would urge the board (in current form and/or as reconstituted in coming days) to reconsider Mr. Menezes' candidacy, among others as appropriate, since we continue to believe it to be in the best interest of shareholders." – Vertical Research Partners, 1/14/25 – Kevin W. McCarthy

Please visit www.RefreshingAirProducts.com to see for yourself what ISS, Glass Lewis and Egan-Jones have to say and to learn more about Mantle Ridge's highly qualified nominees and its case for change at Air Products.

To Enhance Air Products' Performance and Create the Long-Term Value that You Deserve, Mantle Ridge Urges You to Vote Online at the Voting Website Listed on Your BLUE proxy card or voting instruction form "FOR" Mantle Ridge's Four Highly Qualified Director Nominees – Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley – and "WITHHOLD" on the Company Nominees Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi, and Edward L. Monser.

To ensure your votes are counted, we urge you to vote online today via the voting website located on your BLUE Proxy Card or Voting Instruction Form.

About Mantle Ridge

Founded in 2016, Mantle Ridge LP is an engaged, long-term owner-steward that works closely and constructively with company boards to create durable long-term value for all stakeholders. None of Mantle Ridge's affiliated entities is a hedge fund or other investment vehicle with a structurally short-term incentive.  Mantle Ridge engages with the expectation of maintaining an ownership position over the very long-term. Mantle Ridge has raised separate, single-investment, five-year special purpose vehicles to support its previous engagements with companies including CSX Corporation, Aramark, and Dollar Tree. For more information, visit  https://www.mantleridge.com/.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information herein contains "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if any of the underlying assumptions of Mantle Ridge LP and its affiliates (collectively, "Mantle Ridge") or any of the other participants in the proxy solicitation described herein prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Mantle Ridge that the future plans, estimates or expectations contemplated will ever be achieved. Certain statements and information included herein may have been sourced from third parties. Mantle Ridge does not make any representations regarding the accuracy, completeness or timeliness of such third party statements or information.  Except as may be expressly set forth herein, permission to cite such statements or information has neither been sought nor obtained from such third parties, nor has Mantle Ridge paid for any such statements or information. Any such statements or information should not be viewed as an indication of support from such third parties for the views expressed herein. Mantle Ridge disclaims any obligation to update the information herein or to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such information, projected results or statements or to reflect the occurrence of anticipated or unanticipated events.

Investor Contact
D.F. King & Co., Inc.
Edward McCarthy 
Tel: (212) 493-6952

Media Contacts
Jonathan Gasthalter / Nathaniel Garnick
Gasthalter & Co.
Tel: (212) 257-4170
Email: RefreshingAPD@gasthalter.com

¹ The full names of the proxy advisory firms referenced include: Institutional Shareholder Services Inc.; Glass Lewis & Co.; and Egan-Jones Proxy Services.

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SOURCE Mantle Ridge LP

FAQ

When is Air Products (APD) Annual Meeting scheduled for 2025?

Air Products' Annual Meeting is scheduled for January 23, 2025.

How much of APD stock does Mantle Ridge own?

Mantle Ridge owns approximately $1.3 billion worth of Air Products' outstanding common shares.

Who are the four board nominees proposed by Mantle Ridge for APD?

Mantle Ridge's nominees are Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley.

Which proxy advisory firms support Mantle Ridge's proposed changes at APD?

ISS, Glass Lewis, and Egan-Jones all support replacing current CEO Seifi Ghasemi and other board members with Mantle Ridge's nominees.

Who are the proposed new leaders for Air Products (APD) under Mantle Ridge's plan?

Mantle Ridge proposes Eduardo Menezes and Dennis Reilley, former executives from Linde plc, as the new leadership team.