Mantle Ridge secured three Board seats at Air Products And Chemicals, Inc. (APD)
Key Summary: On November 19, 2024, Mantle Ridge filed proxy materials nominating nine nominees for election to the Board at the 2025 AGM. On December 4, 2024, Mantle Ridge LP withdrew its nomination of David Khani, N. Thomas Linebarger, Nichelle-Maynard-Elliott, Donald Wallette, Jr., and J. Steven Whisler, and will only nominate four candidates for election at the Company’s 2025 AGM on January 23, 2025. In September 2013, the company entered an agreement with Pershing Square (holding 9.8%) involving governance changes, including adding three new directors (one representing Pershing Square) to an expanded 14-member board and initiating a CEO search. On January 10, 2025, Mantle Ridge announced that proxy advisory firm ISS, Glass Lewis and Egan-Jones recommended shareholders vote “FOR” Mantle Ridge’s director nominees. At t he AGM held on January 27, 2025, shareholders elected three Mantle Ridge nominees and six incumbent directors to the Board. They did not elect CEO Seiffolah Ghasemi, who had also been the board chairman.
Market Cap: $65 billion| Air Products and Chemicals, Inc. provides atmospheric gases, process and specialty gases, equipment, and related services in the Americas, Asia, Europe, the Middle East, India, and internationally.
Mantle Ridge
- On November 19, 2024, Mantle Ridge filed proxy materials nominating nine nominees for election to the Board at the 2025 AGM. Source
- On December 4, 2024, the Company received notice from Mantle Ridge LP that it was withdrawing its nomination and proposal for each of David Khani, N. Thomas Linebarger, Nichelle-Maynard-Elliott, Donald Wallette, Jr. and J. Steven Whisler, and, accordingly, only nominating its remaining four candidates for election to the Board at the Company’s upcoming 2025 AGM, to be held on January 23, 2025.
- On December 9, 2024, Mantle Ridge filed proxy materials seeking support for its nominees.
- On December 17, 2024, Mantle Ridge released a presentation urging governance changes at the company. Mantle Ridge criticized CEO Seifi Ghasemi’s poor capital allocation, weak governance, and failure to plan succession, which led to underperformance against peers and a decade of value erosion. The presentation proposed a shareholder-led Board reconstitution, featuring four director nominees and a leadership "Dream Team" to improve governance, optimize strategy, and unlock long-term value, estimating the company’s potential worth at over $425 per share. Mantle Ridge urged shareholders to support its nominees via the BLUE proxy card.
- On December 19, 2024, Mantle Ridge filed proxy materials seeking support for its nominees.
- On January 6, 2025, Mantle Ridge issued a press release urging shareholders to vote for its four director nominees and withhold support for company nominees, including CEO Seifi Ghasemi. Mantle Ridge criticized the company's leadership for omissions, misleading statements, and integrity issues, citing prior fraud findings under Mr. Ghasemi at another company.
- On January 10, 2025, Mantle Ridge announced that proxy advisory firm Glass Lewis recommended shareholders vote “FOR” Mantle Ridge’s four director nominees while voting “WITHHOLD” on current nominees, including CEO Seifi Ghasemi.
- On January 13, 2025, Mantle Ridge announced that proxy advisory firm ISS recommended shareholders vote for Mantle Ridge nominees Andrew Evans, Paul Hilal, and Dennis Reilley, and “WITHHOLD” votes for company nominees, including Chairman and CEO Seifi Ghasemi.
- On January 16, 2025, Mantle Ridge announced that proxy advisory firm Egan-Jones recommended shareholders vote for Mantle Ridge nominees and “WITHHOLD” votes for company nominees, including Chairman and CEO Seifi Ghasemi.
- At t he AGM held on January 27, 2025, shareholders elected three Mantle Ridge nominees and six incumbent directors to the Board. They did not elect CEO Seiffolah Ghasemi, who had also been the board chairman.
Pershing Square
In September 2013, the company entered an agreement with Pershing Square (holding 9.8%) involving governance changes, including adding three new directors (one representing Pershing Square) to an expanded 14-member board and initiating a CEO search. In January 2014, stockholders approved board declassification, and by June 2014, Seifi Ghasemi was elected as Chairman, President, and CEO, with the stockholder rights plan expiring in July. On September 13, 2016, Pershing Square reduced its stake to 7.8%.
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