Mantle Ridge Files Definitive Proxy Statement and Sends Letter to Air Products and Chemicals Inc. Shareholders Highlighting Material Underperformance, Misguided Capital Allocation Strategy, and Succession Failures
Rhea-AI Summary
Mantle Ridge LP, holding approximately $1.3 billion of Air Products and Chemicals (NYSE: APD) shares, has filed a definitive proxy statement nominating four director candidates for the company's 2025 Annual Meeting. The activist investor criticizes CEO Seifi Ghasemi's leadership, citing material underperformance and questionable capital allocation decisions.
The four nominees - Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley - are proposed to address concerns about large-scale speculative non-core investments that Mantle Ridge believes have increased shareholder risk and destroyed value. The firm urges shareholders to vote using the BLUE proxy card for their nominees and withhold votes from current board members Charles Cogut, Lisa A. Davis, Seifollah Ghasemi, and Edward L. Monser.
Positive
- Mantle Ridge holds significant stake worth $1.3 billion, showing strong investor commitment
- Proposed board nominees bring relevant industry expertise and public company board experience
Negative
- Material underperformance under current leadership
- Questionable capital allocation strategy with risky non-core investments
- Alleged destruction of shareholder value
- Leadership succession concerns
Insights
This activist investor campaign by Mantle Ridge against Air Products represents a significant development for shareholders. With a
The nomination of four new directors, including industry veterans and experienced board members, could lead to substantial changes in APD's strategic direction and capital deployment. Particularly noteworthy is the criticism of non-core investments, which implies a possible restructuring of the company's investment portfolio and a return to core industrial gas operations.
This proxy battle highlights serious corporate governance concerns at Air Products. The challenge to both the CEO and board members indicates deep dissatisfaction with oversight and succession planning. The criticism of incumbent directors' inability to control CEO Ghasemi's investment decisions suggests a breakdown in board effectiveness.
The proposed slate of directors brings significant industry and governance expertise. Andrew Evans and Dennis Reilley's backgrounds in particular could strengthen board oversight of capital allocation decisions. This contest could lead to meaningful governance reforms and improved board independence.
Nominates Four Highly Qualified Director Nominees – Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley – to Air Products' Board of Directors
Mantle Ridge Believes CEO Seifi Ghasemi's Insistence on Pursuing Large-Scale, Speculative Non-Core Investments Has Unduly Increased Risk to Air Products' Shareholders and Destroyed Shareholder Value
Incumbent Directors Who Failed to Rein in Mr. Ghasemi Should Not be Entrusted to Select Air Products' Next Generation of Board and Management Leadership
Mantle Ridge Has Identified Four Deeply Experienced and Qualified Nominees Who Bring the Relevant Industry Expertise and Public Company Board Experience to Restore Performance, Fix Capital Allocation Missteps, and Ensure Long-Term Leadership at Air Products
Urges Shareholders to Vote the BLUE Proxy Card "FOR" Mantle Ridge's Four Highly Qualified Director Nominees and "WITHHOLD" on the Company Nominees Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi and Edward L. Monser
Launches www.RefreshingAirProducts.com
More information about Mantle Ridge's nominees can be found at www.RefreshingAirProducts.com.
In connection with its definitive proxy filing, Mantle Ridge today also sent the attached letter to Air Products' shareholders.
About Mantle Ridge
Founded in 2016 by Paul Hilal, 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, which fundamentally differentiates the firm from other market actors who are known to engage with company boards. 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.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Mantle Ridge LP and the other Participants (as defined below) have filed a definitive proxy statement (the "Definitive Proxy Statement") and accompanying BLUE universal proxy card or voting instruction form with the SEC to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2025 annual meeting of stockholders of the Company (the "2025 Annual Meeting"). Shortly after filing the Definitive Proxy Statement with the SEC, Mantle Ridge LP furnished the Definitive Proxy Statement and accompanying BLUE universal proxy card or voting instruction form to some or all of the stockholders entitled to vote at the 2025 Annual Meeting.
The participants in the proxy solicitation are Mantle Ridge LP, Eagle Fund A1 Ltd, Eagle Advisor LLC, Paul Hilal (all of the foregoing persons, collectively, the "Mantle Ridge Parties"), Andrew Evans, Tracy McKibben and Dennis Reilley (such individuals, collectively with the Mantle Ridge Parties, the "Participants").
IMPORTANT INFORMATION AND WHERE TO FIND IT
MANTLE RIDGE LP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ ITS DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO SUCH PROXY STATEMENT AND OTHER PROXY MATERIALS FILED BY MANTLE RIDGE LP WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT WWW.SEC.GOV. THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS ARE ALSO AVAILABLE ON THE SEC'S WEBSITE, FREE OF CHARGE, OR BY DIRECTING A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, D.F. KING & CO., INC., 48 WALL STREET, 22ND FLOOR,
Information about the Participants and a description of their direct or indirect interests by security holdings or otherwise can be found in the Definitive Proxy Statement.
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
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SOURCE Mantle Ridge LP
FAQ
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