Air Products today announced that, based on preliminary estimates, all three of its director nominees were elected to the Board of Directors of Airgas, Inc. at today's Annual Meeting of Shareholders. Based on a preliminary count by Air Products' proxy solicitor, MacKenzie Partners, Inc., John P. Clancey, Robert L. Lumpkins and Ted B. Miller, Jr., were all elected to Airgas' board of directors.
Air Products also said that all three of its proposals were approved:
• A proposal amending Airgas’ By-Laws to limit the Airgas Board’s ability to re-seat directors not elected by Airgas shareholders (excluding the Chief Executive Officer)
• A proposal requiring future Airgas annual shareholder meetings, including for 2011, to be held in January
• A proposal repealing all By-Law amendments adopted by the Airgas Board after April 7, 2010
John E. McGlade, Air Products' chairman, president and chief executive officer, said, "Airgas shareholders have provided a clear mandate to negotiate a transaction, and we appreciate their support. We stand ready to negotiate immediately, and call on the Airgas Board to respect the will of its shareholders. Further delay serves no purpose."
In February, Air Products commenced a cash tender offer for all the outstanding shares of Airgas, not already owned by Air Products. The purchase price for the cash tender offer is $65.50 per share.
Airgas has said the offer is inadequate.