9 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Certain information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance and Board Matters - Director Nominees" and “Corporate Governance And Board Matters - "Delinquent Section 16 (a) Reports" in Linde’s Proxy Statement.
+Added: Certain information required by this item is incorporated herein by reference to the sections captioned “Corporate Governance and Board Matters - Director Nominees," "Corporate Governance And Board Matters - Insider Trading Policy," and "Corporate Governance and Board Matters - "Delinquent Section 16 (a) Reports" in Linde’s Proxy Statement.
Identification of the Audit Committee
Linde has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”).
−Removed: The members of that audit committee are Prof.
−Removed: Richenhagen (chairman), Dr.
+Added: The members of that audit committee are Alberto Weisser (chairman), Dr.
Thomas Enders, Dr.
−Removed: Victoria Ossadnik and Alberto Weisser and each member is independent within the meaning of the independence standards adopted by the Board of Directors and those of the Nasdaq.
+Added: Victoria Ossadnik and Paula Reynolds and each member is independent within the meaning of the independence standards adopted by the Board of Directors and those of the Nasdaq.
Audit Committee Financial Expert
−Removed: The Linde Board of Directors has determined that Alberto Weisser satisfy the criteria adopted by the SEC to serve as an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act and is independent within the meaning of the independence standards adopted by the Board of Directors and those of the Nasdaq.
+Added: The Linde Board of Directors has determined that Alberto Weisser satisfies the criteria adopted by the SEC to serve as an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act and is independent within the meaning of the independence standards adopted by the Board of Directors and those of the Nasdaq.
Code of Ethics
102 unchanged sentences
1-38730, and incorporated herein by reference).
+Added: 4.17 Amended and Restated Fiscal Agency Agreement, dated May 8, 2024, among Linde plc, as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K, dated June 4, 2024, Filing No.
+Added: 1-38730, and incorporated herein by reference.)
+Added: 4.18 Confirmation of Upstream Guarantee to Linde plc provided by Linde GmbH dated May 17, 2024 (Filed as Exhibit 4.7 to the Linde plc Form 8-K, dated June 4, 2024, Filing No.
+Added: 1-38730, and incorporated herein by reference.)
+Added: 4.19 Confirmation of Upstream Guarantee to Linde plc provided by Linde Inc.
+Added: dated May 8, 2024 (Filed as Exhibit 4.8 to the Linde plc Form 8-K, dated June 4, 2024, Filing No.
+Added: 1-38730, and incorporated herein by reference.)
4.20 Copies of the agreements related to long-term debt which are not required to be filed as exhibits to this Annual Report on Form 10-K will be furnished to the Securities and Exchange Commission upon request.
3 unchanged sentences
1-38730, and incorporated herein by reference)
−Removed: 10.02 364-Day Credit Agreement, dated as of December 6, 2023, among Linde plc, the Subsidiary Borrowers, certain Subsidiary Guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent.(Filed as Exhibit 10.1 to Linde plc's current report on Form 8-K, dated December 6, 2023, Filing No.
+Added: 10.02 364-Day Credit Agreement, dated as of December 4 , 202 4 , among Linde plc, the Subsidiary Borrowers, certain Subsidiary Guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent (Filed as Exhibit 10.1 to Linde ' s current report on Form 8-K, dated December 4 , 202 4 , Filing No.
1-38730, and incorporated herein by reference) .
9 unchanged sentences
1-38730, and incorporated herein by reference).
+Added: *10.03e First Amendment to the 2021 Linde plc Long Term Incentive Plan effective January 29, 2024 and dated March 21, 2024, filed herewith.
*10.04 Linde plc Annual Variable Compensation Plan effective January 1, 2019 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2019, File No.
53 unchanged sentences
1-38730, and incorporated herein by reference).
+Added: *10.08b Second Amendment to the Linde Compensation Deferral Program effective January 1, 2024 and dated March 13, 2024, filed herewith.
*10.09 First Amendment to the Linde Compensation Deferral Program effective April 1, 2021.
9 unchanged sentences
1-38730, and incorporated herein by reference).
−Removed: *10.10c Form of Standard Option Award under the 2009 Praxair, Inc.
+Added: *10.10c Third Amendment to the Amended and Restated 2009 Linde Long Term Incentive Plan effective January 29, 2024 and dated March 21, 2024, filed herewith.
+Added: *10.10d Form of Standard Option Award under the 2009 Praxair, Inc.
Long Term Incentive Plan (Filed as Exhibit 10.22 to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No.
1-11037, and incorporated herein by reference).
−Removed: *10.10d Form of Transferable Option Award under the 2009 Praxair, Inc.
+Added: *10.10e Form of Transferable Option Award under the 2009 Praxair, Inc.
Long Term Incentive Plan (Filed as Exhibit 10.23 to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No.
1-11037, and incorporated herein by reference).
−Removed: *10.10e Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc.
+Added: *10.10f Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc.
Long Term Incentive Plan for grants made in 2015-2017 (Filed as Exhibit 10.26 to Praxair, Inc.'s 2014 Annual Report on Form 10-K, Filing No.
1-11037, and incorporated herein by reference).
−Removed: *10.10f Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc.
+Added: *10.10g Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc.
Long Term Incentive Plan for grants made in 2018 (Filed as Exhibit 10.26a to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No.
1-11037, and incorporated herein by reference).
−Removed: *10.10g Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc.
+Added: *10.10h Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc.
Long Term Incentive Plan for grants made in 2018 (Filed as Exhibit 10.27a to Praxair, Inc.’s 2017 Annual Report on Form 10-K, File No.
1-11037, and incorporated herein by reference).
−Removed: *10.10h Form of Non-Employee Director Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc.
+Added: *10.10i Form of Non-Employee Director Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc.
Long Term Incentive Plan for grants made in 2019 and thereafter (Filed as Exhibit 10.10i to Linde plc's 2019 Annual Report on Form 10-K, Filing No.
1-38730, and incorporated herein by reference).
−Removed: *10.10i Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc.
+Added: *10.10j Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc.
Long Term Incentive Plan for grants beginning in 2019 (Filed as Exhibit 10.11L to Linde plc’s 2018 Annual Report on Form 10-K, Filing No.
1-38730, and incorporated herein by reference).
−Removed: *10.10j Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc.
+Added: *10.10k Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc.
Long Term Incentive Plan for grants beginning in 2019 (Filed as Exhibit 10.11M to Linde plc’s 2018 Annual Report on Form 10-K, Filing No.
1-38730, and incorporated herein by reference).
−Removed: *10.10k Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc.
+Added: *10.10l Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc.
Long Term Incentive Plan for grants beginning in 2019 with Return on Capital performance metrics (Filed as Exhibit 10.11N to Linde plc’s 2018 Annual Report on Form 10-K, Filing No.
1-38730, and incorporated herein by reference).
−Removed: *10.10l Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc.
+Added: *10.10m Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc.
Long Term Incentive Plan for grants beginning in 2019 with Total Shareholder Return performance metrics (Filed as Exhibit 10.11O to Linde plc’s 2018 Annual Report on Form 10-K, Filing No.
8 unchanged sentences
1-38730, and incorporated herein by reference).
+Added: *10.14 Retirement Agreement and General Release between Linde Inc.
+Added: Panikar, dated as of November 19, 2024, filed herewith.
*10.15 Form of Linde plc Director Indemnification Agreement (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 31, 2018, File No.
333-218485, and incorporated herein by reference).
−Removed: 21.01 Subsidiaries of Linde plc
−Removed: 23.01 Consent of Independent Registered Public Accounting Firm.
−Removed: 31.01 Rule 13a-14(a) Certification
−Removed: 31.02 Rule 13a-14(a) Certification
−Removed: 32.01 Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act).
−Removed: 32.02 Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act).
−Removed: 97.1 Linde plc Executive Clawback Policy adopted by the Board of Directors of Linde plc on October 23, 2023.
+Added: *10.16 Linde plc Non-employee Director Deferral Program, adopted by the Board of Directors on July 30, 2024, filed herewith.
+Added: 19.01 Linde plc Insider Trading Policy, Effective October 23, 2024, filed herewith.
+Added: 21.01 Subsidiaries of Linde plc, filed herewith.
+Added: 23.01 Consent of Independent Registered Public Accounting Firm, filed herewith.
+Added: 31.01 Rule 13a-14(a) Certification, filed herewith.
+Added: 31.02 Rule 13a-14(a) Certification, filed herewith.
+Added: 32.01 Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act), filed herewith.
+Added: 32.02 Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act), filed herewith.
+Added: 97.1 Linde plc Executive Clawback Policy adopted by the Board of Directors of Linde plc on October 23, 2023 (Filed as Exhibit 97.1 to Linde plc’s 2023 Annual Report on Form 10-K, Filing No.
+Added: 1-38730 and incorporated herein by reference).
101.INS XBRL Instance Document:
12 unchanged sentences
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 thereunto duly authorized.
−Removed: February 28, 2024
+Added: February 26, 2025 By:
/s/ KELCEY E.
13 unchanged sentences
Alberto Weisser
−Removed: RICHENHAGEN /s/ HUGH GRANT
−Removed: Martin Richenhagen
+Added: /s/ PAULA REYNOLDS /s/ HUGH GRANT
+Added: Paula Reynolds
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.