- Current report filing (8-K)
January 05 2010 - 2:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 5, 2010
Air Products and Chemicals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-4534
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23-1274455
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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7201 Hamilton Boulevard, Allentown, Pennsylvania
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18195-1501
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(Address of Principal Executive Offices)
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(Zip Code)
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(610) 481-4911
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Additional
Information on Compensation Plan Proposal
On December 10, 2009, Air Products and Chemicals, Inc. (the Company) filed a Proxy Statement for
its 2010 Annual Meeting of Shareholders, to be held on January 28, 2010. The Company has
been requested to provide additional information with respect to its Long Term Incentive Plan (the
Plan), which shareholders are requested to approve at the Annual Meeting.
On page 10 of the Proxy Statement, the Company disclosed that, as of its fiscal year end,
September 30, 2009, 7,208,358 stock options granted under the Plan had been outstanding in excess
of six years with a weighted average exercise price of $39.68. The following table provides
additional information regarding these stock options:
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Number of
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Grant Date
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Options
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Vesting Dates
(1)
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Expiration Date
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Exercise Price
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10/01/1999
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22,878
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10/01/2002
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10/02/2009
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$
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28.78
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01/27/2000
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4,000
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07/27/2000
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01/28/2010
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$
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30.81
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10/02/2000
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1,357,832
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10/01/2001
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10/03/2010
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$
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35.82
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10/01/2002
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10/01/2003
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10/02/2000
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164,210
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10/02/2003
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10/03/2010
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$
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35.82
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01/25/2001
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6,000
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07/25/2001
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01/26/2011
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$
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37.59
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10/01/2001
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2,373,598
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10/01/2002
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10/02/2011
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$
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38.02
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10/01/2003
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10/01/2004
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10/01/2001
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224,680
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10/01/2004
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10/02/2011
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$
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38.02
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01/24/2002
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8,000
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07/24/2002
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01/25/2012
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$
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45.91
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10/01/2002
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2,708,686
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10/01/2003
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10/02/2012
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$
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43.09
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10/01/2004
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10/01/2005
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10/01/2002
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309,474
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10/01/2005
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10/02/2012
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$
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43.09
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01/23/2003
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10,000
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07/23/2003
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01/24/2013
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$
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41.96
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08/11/2003
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19,000
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08/11/2004
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08/12/2013
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$
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45.93
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08/11/2005
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08/11/2006
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(1)
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Senior management option grants vest in one-third tranches on each of the
first three anniversaries of the grant date. Nonmanagement employee stock options, which
have been discontinued, vested on the third anniversary of the grant date. Nonemployee
director stock options, which have been discontinued, vested on the six-month anniversary
of the grant date.
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To illustrate the intrinsic value of the stock options detailed above during the period after
vesting, the New York Stock Exchange closing price for each fiscal year-end, beginning with the
first grant date above, was as follows:
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Date
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NYSE Closing Price
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09/29/2000
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$
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36.00
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09/28/2001
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$
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38.58
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09/30/2002
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$
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42.01
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09/30/2003
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$
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45.10
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09/30/2004
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$
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54.38
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09/30/2005
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$
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55.14
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09/29/2006
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$
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66.37
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09/28/2007
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$
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97.76
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09/30/2008
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$
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68.49
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09/30/2009
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$
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77.58
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The chart below reflects the Companys five-year total shareholder return as of 30 September
2009:
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Period
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Total Shareholder Return
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Fiscal Year 2005
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3.56
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%
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Fiscal Year 2006
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22.90
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%
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Fiscal Year 2007
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50.05
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%
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Fiscal Year 2008
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(28.56
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%)
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Fiscal Year 2009
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16.65
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%
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Cumulative FY2005-2009
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59.15
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%
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Page 9 of the Proxy Statement discloses that, as of September 30, 2009, 3,629,182 previously
authorized shares were still available for awards under the Plan. As also noted, no more than 20%
of the shares of Company stock subject to Plan awards granted after fiscal year 2001 can be used
for full value awards (20% limit). As of September 30, 2009, less than 12% of shares used for
Plan awards since 2001 were used for full value awards. Because the 20% limit is cumulative, and
less than 20% of shares subject to awards granted since 2001 have been used for full value awards,
2,757,837 of the authorized shares still available for use under the Plan could be used for full
value awards under the terms of the Plan.
3
SIGNATURES
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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.
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Air Products and Chemicals, Inc.
(Registrant)
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Dated: January 5, 2010
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By:
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/s/ John D. Stanley
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John D. Stanley
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Senior Vice President and General Counsel
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