LEADING PROXY ADVISORY FIRM GLASS LEWIS RECOMMENDS AIR PRODUCTS AND CHEMICALS, INC. SHAREHOLDERS VOTE "FOR" ALL FOUR MANTLE RIDGE DIRECTOR NOMINEES ANDREW EVANS, PAUL HILAL, TRACY MCKIBBEN, AND DENNIS REILLEY
10 januari, 04:01
10 januari, 04:01
LEADING PROXY ADVISORY FIRM GLASS LEWIS RECOMMENDS AIR PRODUCTS AND CHEMICALS, INC. SHAREHOLDERS VOTE "FOR" ALL FOUR MANTLE RIDGE DIRECTOR NOMINEES ANDREW EVANS, PAUL HILAL, TRACY MCKIBBEN, AND DENNIS REILLEY
PR Newswire
NEW YORK, Jan. 9, 2025
Glass Lewis Finds a "Compelling" Case for Change at Air Products Following "Years of Poor Performance Fueled by a Spate of High-Cost, Low-Visibility Strategic Expeditions Pointedly Departing from APD's Core Risk Profile"
Report Notes Board Has Overseen a "Faulty Succession Effort" and that Certain of the Company's "Quantitative Rebuttals Heavily Tax Analytical Veracity"
Glass Lewis Recognizes "Mantle Ridge's Copious Dissection of APD's Track Record" is "Much More Decisive" than Air Products' Perspective on Company's Strategic Pivot
States that Mantle Ridge Has "Provided Shareholders with a Clear, Credible and Proportionate Alternative Backed by Suitably Experienced, Independent Candidates" While Air Products Has a "Functionally Vacant Succession Framework Slated to Leave CEO Seifi Ghasemi in an Indefinite Position of Influence"
Recommends Shareholders Vote " WITHHOLD " On Seifi Ghasemi and Three Other Company Nominees Opposed by Mantle Ridge – Charles Cogut , Lisa A. Davis , and Edward L. Monser
Glass Lewis' Recommendation Reinforces the Clear Case for Change at Air Products and Validates Mantle Ridge's Strategy to Restore Performance, Fix Capital Allocation Missteps, and Ensure Long-Term Leadership Stability at Air Products for the Benefit of All Shareholders
Mantle Ridge Urges Shareholders to Vote the BLUE Proxy Card " FOR " All Four of its Superbly 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
NEW YORK , Jan. 9, 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"), today announced that Glass Lewis & Co. ("Glass Lewis"), a leading independent proxy advisory firm, has recommended that Air Products shareholders vote "FOR" the election of all four of Mantle Ridge's highly qualified director nominees – Andrew Evans , Paul Hilal, Tracy McKibben , and Dennis Reilley – to the Company's Board of Directors (the "Board") at the Company's 2025 Annual Meeting of Shareholders, scheduled for January 23, 2025 .
Glass Lewis also recommended shareholders vote "WITHHOLD" on the Company nominees Charles Cogut , Lisa A. Davis , Seifollah "Seifi" Ghasemi, and Edward L. Monser .
With respect to Air Products' recent underperformance for shareholders and the case for change at the Board and management level, Glass Lewis stated * :
"All factors considered, we believe the case for change here is compelling. Indeed, following years of poor performance fueled by a spate of high-cost, low-visibility strategic expeditions pointedly departing from APD's core risk profile — and in view of a functionally vacant succession framework slated to leave CEO Seifi Ghasemi in an indefinite position of influence — we consider Mantle Ridge has provided shareholders with a clear, credible and proportionate alternative backed by suitably experienced, independent candidates." "We 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."With respect to Mantle Ridge's case for change, director nominees, and proposed leadership "Dream Team", Glass Lewis stated, in support of all four of Mantle Ridge's director nominees:
"We believe Mantle Ridge has — APD's manifold and occasionally specious protestations to the contrary — advanced a highly credible slate of candidates who appear well suited to the challenge at hand. Given these considerations, we believe there is ample space to conclude investors would, at this time, be best served supporting Mantle Ridge's short slate in place of APD nominees Cogut, Davis, Ghasemi and Monser."With respect to Air Products' distortions about Mantle Ridge's nominees and track record, Glass Lewis stated:
"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."With respect to Air Products' director nominees, poor board governance, succession planning failures, and entrenched Chairman & CEO Seifi Ghasemi , Glass Lewis stated:
"In an effort to cultivate credibility, the board presently points to the August 2024 disclosure of a succession process that has purportedly been ongoing since January 2023 and is currently slated to conclude by March 31, 2025 . Thus, by APD's own accounting, the board is slated to take more than two years to identify and appoint a single executive, a rather lengthy window which, in our view, underscores APD's inability to develop internal talent or attract strong external candidates[.]"With respect to the current Board's poor track record of capital allocation, strategy, and execution across multiple challenged projects, Glass Lewis stated:
"All told, we believe a fair read of the current landscape suggests the APD board has missed the brief. Indeed, we are inclined to agree that several of the Company's quantitative rebuttals heavily tax analytical veracity, and further find APD's recent reformation on matters of capital allocation seems to reflect an eleventh-hour dash for the pews in an effort to burnish optics around investor engagement and strategic sobriety."*Mantle Ridge has neither sought nor obtained consent from Glass Lewis to use previously published information in this press release.
To Enhance Air Products' Performance and Create the Long-Term Value that Shareholders Deserve, Mantle Ridge Urges Shareholders to Vote the BLUE Proxy Card "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 .
Additional information regarding Mantle Ridge's highly qualified nominees, as well as voting instructions, may be found at www.RefreshingAirProducts.com .
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.
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, NEW YORK, NEW YORK 10005. STOCKHOLDERS CAN CALL TOLL-FREE : (888) 628-8208.
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
SOURCE Mantle Ridge LP
10 januari, 04:01
LEADING PROXY ADVISORY FIRM GLASS LEWIS RECOMMENDS AIR PRODUCTS AND CHEMICALS, INC. SHAREHOLDERS VOTE "FOR" ALL FOUR MANTLE RIDGE DIRECTOR NOMINEES ANDREW EVANS, PAUL HILAL, TRACY MCKIBBEN, AND DENNIS REILLEY
PR Newswire
NEW YORK, Jan. 9, 2025
Glass Lewis Finds a "Compelling" Case for Change at Air Products Following "Years of Poor Performance Fueled by a Spate of High-Cost, Low-Visibility Strategic Expeditions Pointedly Departing from APD's Core Risk Profile"
Report Notes Board Has Overseen a "Faulty Succession Effort" and that Certain of the Company's "Quantitative Rebuttals Heavily Tax Analytical Veracity"
Glass Lewis Recognizes "Mantle Ridge's Copious Dissection of APD's Track Record" is "Much More Decisive" than Air Products' Perspective on Company's Strategic Pivot
States that Mantle Ridge Has "Provided Shareholders with a Clear, Credible and Proportionate Alternative Backed by Suitably Experienced, Independent Candidates" While Air Products Has a "Functionally Vacant Succession Framework Slated to Leave CEO Seifi Ghasemi in an Indefinite Position of Influence"
Recommends Shareholders Vote " WITHHOLD " On Seifi Ghasemi and Three Other Company Nominees Opposed by Mantle Ridge – Charles Cogut , Lisa A. Davis , and Edward L. Monser
Glass Lewis' Recommendation Reinforces the Clear Case for Change at Air Products and Validates Mantle Ridge's Strategy to Restore Performance, Fix Capital Allocation Missteps, and Ensure Long-Term Leadership Stability at Air Products for the Benefit of All Shareholders
Mantle Ridge Urges Shareholders to Vote the BLUE Proxy Card " FOR " All Four of its Superbly 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
NEW YORK , Jan. 9, 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"), today announced that Glass Lewis & Co. ("Glass Lewis"), a leading independent proxy advisory firm, has recommended that Air Products shareholders vote "FOR" the election of all four of Mantle Ridge's highly qualified director nominees – Andrew Evans , Paul Hilal, Tracy McKibben , and Dennis Reilley – to the Company's Board of Directors (the "Board") at the Company's 2025 Annual Meeting of Shareholders, scheduled for January 23, 2025 .
Glass Lewis also recommended shareholders vote "WITHHOLD" on the Company nominees Charles Cogut , Lisa A. Davis , Seifollah "Seifi" Ghasemi, and Edward L. Monser .
With respect to Air Products' recent underperformance for shareholders and the case for change at the Board and management level, Glass Lewis stated * :
"All factors considered, we believe the case for change here is compelling. Indeed, following years of poor performance fueled by a spate of high-cost, low-visibility strategic expeditions pointedly departing from APD's core risk profile — and in view of a functionally vacant succession framework slated to leave CEO Seifi Ghasemi in an indefinite position of influence — we consider Mantle Ridge has provided shareholders with a clear, credible and proportionate alternative backed by suitably experienced, independent candidates." "We 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."With respect to Mantle Ridge's case for change, director nominees, and proposed leadership "Dream Team", Glass Lewis stated, in support of all four of Mantle Ridge's director nominees:
"We believe Mantle Ridge has — APD's manifold and occasionally specious protestations to the contrary — advanced a highly credible slate of candidates who appear well suited to the challenge at hand. Given these considerations, we believe there is ample space to conclude investors would, at this time, be best served supporting Mantle Ridge's short slate in place of APD nominees Cogut, Davis, Ghasemi and Monser."With respect to Air Products' distortions about Mantle Ridge's nominees and track record, Glass Lewis stated:
"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."With respect to Air Products' director nominees, poor board governance, succession planning failures, and entrenched Chairman & CEO Seifi Ghasemi , Glass Lewis stated:
"In an effort to cultivate credibility, the board presently points to the August 2024 disclosure of a succession process that has purportedly been ongoing since January 2023 and is currently slated to conclude by March 31, 2025 . Thus, by APD's own accounting, the board is slated to take more than two years to identify and appoint a single executive, a rather lengthy window which, in our view, underscores APD's inability to develop internal talent or attract strong external candidates[.]"With respect to the current Board's poor track record of capital allocation, strategy, and execution across multiple challenged projects, Glass Lewis stated:
"All told, we believe a fair read of the current landscape suggests the APD board has missed the brief. Indeed, we are inclined to agree that several of the Company's quantitative rebuttals heavily tax analytical veracity, and further find APD's recent reformation on matters of capital allocation seems to reflect an eleventh-hour dash for the pews in an effort to burnish optics around investor engagement and strategic sobriety."*Mantle Ridge has neither sought nor obtained consent from Glass Lewis to use previously published information in this press release.
To Enhance Air Products' Performance and Create the Long-Term Value that Shareholders Deserve, Mantle Ridge Urges Shareholders to Vote the BLUE Proxy Card "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 .
Additional information regarding Mantle Ridge's highly qualified nominees, as well as voting instructions, may be found at www.RefreshingAirProducts.com .
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.
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, NEW YORK, NEW YORK 10005. STOCKHOLDERS CAN CALL TOLL-FREE : (888) 628-8208.
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
SOURCE Mantle Ridge LP
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