Air Products & Chemicals | Shareholder Right to Act by Written Consent at Air Products & Chemicals

Status
Omitted
AGM date
Proposal number
4
Resolution details
Company ticker
APD
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Materials
Company HQ country
United States
Resolved clause
Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without a restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent. Acting by written consent is all the more important at Air Products due to the restricted right of Air Products shareholders to call a special shareholder meeting. Currently all Air Products shares held for less than one year have no right to participate in calling for a special shareholder meeting. If Air Products finds itself in a future slump, Air Products shareholders and potential Air Products shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting in order to incentivize an Air Products turnaround, if they have to sit on their shares for one year to call for a special shareholder meeting. A one year delay makes no sense when a company urgently needs a turnaround. A slumping stock price demands a quick response before the window of opportunity passes. This is why Air Products needs a shareholder right to act by written consent without forcing Air Products shareholders to first hold their shares for one year in order to have any voice. If one shareholder or a group of shareholders can quickly acquire more shares to act by written consent this is an incentive for Air Products Directors to avoid a slump in the first place since the continued service of certain Air Products Directors could be terminated by written consent. This is a good incentive for the Air Products Directors to have for the benefit of all Air Products shareholders. Acting by written consent is hardly ever used by shareholders but the main point of acting by written consent is that it gives shareholders at least significant standing to engage effectively with management. Management will have an incentive to genuinely engage with shareholders, instead of stonewalling, if shareholders have a reasonable Plan B alternative of acting by written consent. Management likes to claim that shareholders have multiple means to communicate with management but in most cases these means are as effective as mailing a post card to the CEO. A reasonable right to act by written consent is an important step for effective shareholder engagement with management.

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