Shareholder Vote

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 26, 2023     Air Products and Chemicals, Inc. (Exact name of registrant as specified in charter)       Delaware   001-04534   23-1274455 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.) 1940 Air Products Boulevard Allentown , Pennsylvania 18106-5500 (Address of principal executive offices and zip code) (610) 481-4911 Registrant’s 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):     ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)     ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)     ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $1.00 per share   APD   New York Stock Exchange 1.000% Euro Notes due 2025   APD25   New York Stock Exchange 0.500% Euro Notes due 2028   APD28   New York Stock Exchange 0.800% Euro Notes due 2032   APD32   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐       Item 5.07. Submission of Matters to a Vote of Security Holders. On January 26, 2023, Air Products and Chemicals, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). There were 193,642,345 shares of common stock represented at the meeting by valid proxies or voted at the meeting, which was approximately 87.23% of the shares of common stock entitled to vote at the meeting and which constituted a quorum. The final voting results for the matters submitted to a vote of shareholders at the Annual Meeting are set forth below.     1. Election of Directors . Each of the nominees for director was elected to serve until the Company’s 2024 Annual Meeting of Shareholders and until his or her successor is elected and qualified or until his or her earlier retirement, resignation, removal or death. The voting results were as follows:   Nominee    Votes For      Votes Against      Votes Abstained      Broker Non-Votes   Tonit M. Calaway      166,247,777        11,253,346        198,628        15,942,594   Charles Cogut      173,389,931        4,112,041        197,779        15,942,594   Lisa A. Davis      170,681,716        6,854,901        163,134        15,942,594   Seifollah Ghasemi      169,720,669        7,417,376        561,706        15,942,594   David H.Y. Ho      174,956,248        2,558,689        184,814        15,942,594   Edward L. Monser      161,193,244        16,302,135        204,372        15,942,594   Matthew H. Paull      172,580,475        4,931,894        187,382        15,942,594   Wayne T. Smith      175,845,377        1,677,940        176,434        15,942,594       2. Advisory Vote on Executive Officer Compensation . The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, by the vote set forth in the table below.   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 165,141,319 (93.16% of the votes cast)   12,123,192   435,240   15,942,594     3. Frequency of Future Advisory Votes on Executive Officer Compensation. The shareholders approved, on an advisory basis, the holding of an advisory vote on executive compensation on an annual basis by the vote set forth in the table below.   1 Year   2 Years   3 Years   Abstain   Broker Non-Votes 175,303,963 (98.77% of the votes cast)   207,607   1,957,576   230,605   15,942,594   2   4. Ratification of Appointment of Independent Auditors . The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023 by the vote set forth in the table below.   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 192,371,121 (99.43% of the votes cast)   1,097,574   173,650   0   3 SIGNATURES 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.       Air Products and Chemicals, Inc.     (Registrant) Date: January 26, 2023     By:   /s/ Sean D. Major       Sean D. Major       Executive Vice President, General Counsel and Secretary   4