13 unchanged sentences
Other Information
−Removed: Scott Crocco, the Company’s former Executive Vice President and Chief Financial Officer, retired from the Company effective 30 September 2021.
−Removed: In connection with Mr.
−Removed: Crocco’s retirement, the Company and Mr.
−Removed: Crocco entered into a project bonus and release agreement (the “Agreement”) on 18 November 2021.
−Removed: Pursuant to the Agreement, Mr.
−Removed: Crocco will receive a lump sum payment of $1,775,000 in recognition of his significant contributions toward achieving the October 2021 financial closing of the Jazan gasification project.
−Removed: The Agreement also contains a customary release of claims arising from or relating to Mr.
−Removed: Crocco’s service with the Company.
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item relating to our directors and nominees is incorporated herein by reference to the section captioned “The Board of Directors” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 3 February 2022.
+Added: The information required by this item relating to our directors and nominees is incorporated herein by reference to the section captioned “The Board of Directors” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 26 January 2023.
The information required by this item relating to our executive officers is set forth in Part I, Item 1 of this Form 10-K.
−Removed: The information required by this item relating to our Audit and Finance Committee and our Audit and Finance Committee Financial Expert is incorporated herein by reference to the sections captioned “Board Structure–Standing Committees of the Board” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 3 February 2022.
−Removed: The information required by this item relating to our procedures regarding the consideration of candidates recommended by shareholders and a procedure for submission of such candidates is incorporated herein by reference to the section captioned “The Board of Directors–Selection of Directors” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 3 February 2022.
−Removed: The information required by this item relating to Section 16(a) Beneficial Ownership Reporting Compliance is incorporated herein by reference to the section captioned “Section 16(a) Beneficial Ownership Reporting” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 3 February 2022.
+Added: The information required by this item relating to our Audit and Finance Committee and our Audit and Finance Committee Financial Expert is incorporated herein by reference to the sections captioned “Board Structure–Standing Committees of the Board” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 26 January 2023.
+Added: The information required by this item relating to our procedures regarding the consideration of candidates recommended by shareholders and a procedure for submission of such candidates is incorporated herein by reference to the section captioned “The Board of Directors–Selection of Directors” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 26 January 2023.
+Added: The information required by this item relating to Section 16(a) Beneficial Ownership Reporting Compliance is incorporated herein by reference to the section captioned “Section 16(a) Beneficial Ownership Reporting” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 26 January 2023.
We have adopted a Code of Conduct that applies to all employees, including the Chief Executive Officer, the Chief Financial Officer, and the Principal Accounting Officer.
1 unchanged sentence
Executive Compensation
−Removed: The information required by this item is incorporated herein by reference to the sections captioned “Executive Compensation” and “Compensation of Directors” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 3 February 2022.
+Added: The information required by this item is incorporated herein by reference to the sections captioned “Executive Compensation” and “Compensation of Directors” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 26 January 2023.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item is incorporated herein by reference to the sections captioned "Information About Stock Ownership" and “Equity Compensation Plan Information” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 3 February 2022.
+Added: The information required by this item is incorporated herein by reference to the sections captioned "Information About Stock Ownership" and “Equity Compensation Plan Information” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 26 January 2023.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item is incorporated herein by reference to the sections captioned “The Board of Directors–Director Independence” and “Board Practices, Processes and Policies–Transactions with Related Persons” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 3 February 2022.
+Added: The information required by this item is incorporated herein by reference to the sections captioned “The Board of Directors–Director Independence” and “Board Practices, Processes and Policies–Transactions with Related Persons” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 26 January 2023.
Principal Accountant Fees and Services
−Removed: The information required by this item is incorporated herein by reference to the section captioned “Fees of Independent Registered Public Accounting Firm” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 3 February 2022.
+Added: The information required by this item is incorporated herein by reference to the section captioned “Fees of Independent Registered Public Accounting Firm” in the Proxy Statement for the Annual Meeting of Shareholders to be held on 26 January 2023.
Exhibits and Financial Statement Schedules
34 unchanged sentences
4.3 Description of Securities.
+Added: (Filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2021.) *
(10) Material Contracts.
−Removed: 10.1 Deferred Compensation Program for Directors, effective 7 October 2019.
−Removed: (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for quarter ended 31 December 2019.) *†
10.1 Amended and Restated Long-Term Incentive Plan of the Company effective 1 October 2014.
(Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 23 September 2014.) *†
−Removed: 10.2(a) Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2020 awards.
−Removed: (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 March 2020.) *†
−Removed: 10.2(b) Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2020 awards.
−Removed: (Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 March 2020.) *†
10.2 Air Products and Chemicals, Inc.
6 unchanged sentences
(Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2020.) *†
−Removed: 10.4 Air Products and Chemicals, Inc.
−Removed: Retirement Savings Plan as amended and restated effective 1 November 2017 with provisions effective 1 January 2018.
+Added: 10.2(c) Form of Restricted Stock Unit Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2022 awards.
(Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2021.) *†
−Removed: 10.4(a) Amendment No.
−Removed: 1 to the Air Products and Chemicals, Inc.
−Removed: Retirement Savings Plan as amended and restated effective 1 November 2017 with provisions effective 1 January 2018.
−Removed: (Filed as Exhibit 10.6(a) to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2018 .
−Removed: INDEX TO EXHIBITS
−Removed: 10.4(b) Amendment No.
−Removed: 2 to the Air Products and Chemicals, Inc.
−Removed: Retirement Savings Plan as amended and restated effective 1 January 2019.
+Added: 10.2(d) Form of Performance Share Award Agreement under the Long-Term Incentive Plan of the Company, used for FY2022 awards.
(Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2021.) *†
−Removed: 10.4(c) Amendment No.
−Removed: 3 to the Air Products and Chemicals, Inc.
+Added: 10.3 Air Products and Chemicals, Inc.
Retirement Savings Plan as amended and restated effective 1 January 2022.
(Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2021.) *†
−Removed: 10.4(d) Amendment No.
−Removed: 4 to the Air Products and Chemicals, Inc.
−Removed: Retirement Savings Plan as amended and restated effective 1 August 2019.
−Removed: (Filed as Exhibit 10.6D to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2019.) *†
−Removed: 10.4(e) Amendment No.
−Removed: 5 to the Air Products and Chemicals, Inc.
−Removed: Retirement Savings Plan as amended and restated effective 1 August 2019.
−Removed: (Filed as Exhibit 10.6E to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2019.) *†
−Removed: 10.4(f) Amendment No.
−Removed: 6 to the Air Products and Chemicals, Inc.
−Removed: Retirement Savings Plan as amended and restated effective 28 January 2021.
−Removed: (Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 March 2021.) *†
−Removed: 10.4(g) Amendment No.
+Added: 10.3(a) Amendment No.
1 to the Air Products and Chemicals, Inc.
Retirement Savings Plan as amended and restated effective 1 January 2022.
−Removed: (Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for the fiscal year ended 31 March 2021.) *†
+Added: (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 30 June 2022.) *†
+Added: INDEX TO EXHIBITS
10.4 Supplementary Pension Plan of Air Products and Chemicals, Inc.
15 unchanged sentences
10.6 Air Products and Chemicals, Inc.
−Removed: Executive Separation Program as amended effective as of 20 July 2018.
−Removed: (Filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2018.) *†
+Added: Executive Separation Program as amended effective as of 1 October 20 22 .
+Added: 10.7 Air Products and Chemicals, Inc.
+Added: Senior Management Severance Plan and Summary Plan Description effective 1 August 2022.
+Added: (Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 30 June 2022.) *†
10.8 Form of Change in Control Severance Agreement for an Executive Officer.
5 unchanged sentences
(Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed 21 May 2020.) *†
−Removed: 10.10 Senior Management Severance and Summary Plan Description effective as of 1 October 2017.
−Removed: (Filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2017.) *†
−Removed: INDEX TO EXHIBITS
10.10 Compensation Programs for Nonemployee Directors effective 22 November 2022.
−Removed: (Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 December 2019.) *†
−Removed: 10.12 Project Bonus and Release Agreement, dated 18 November 2021, between the Company and M.
−Removed: Scott Crocco.
+Added: 10.11 Deferred Compensation Program for Directors, effective 7 October 2019.
+Added: (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for quarter ended 31 December 2019.) *†
10.12 Revolving Credit Agreement dated as of 31 March 2021 for $2,500,000,000.
1 unchanged sentence
10.12(a) Amendment to the Revolving Credit Agreement dated as of 29 September 2021.
+Added: (Filed as Exhibit 10.13(a) to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2021.) *
+Added: 10.12(b) Amendment No.
+Added: 2 to the Revolving Credit Agreement dated as of 31 March 2022.
+Added: (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 31 March 2022.) *
(21) Subsidiaries of the Registrant.
5 unchanged sentences
(31) Rule 13a-14(a)/15d-14(a) Certifications.
+Added: INDEX TO EXHIBITS
31.1 Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Russell A.
−Removed: Flugel 18 November 2021
−Removed: Senior Vice President, Corporate Controller, and Principal Accounting Officer
+Added: /s/ Jeffrey J.
+Added: Kutz 22 November 2022
+Added: Vice President, Corporate Controller, and Principal Accounting Officer
* 22 November 2022
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.