8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 6, 2013

AIRGAS, INC.

______________________________________________________

(Exact name of registrant as specified in its charter)

Delaware	1-9344	56-0732648
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

259 North Radnor-Chester Road, Suite 100

Radnor, PA 19087-5283

_________________________________________

(Address of principal executive offices)

Registrant’s telephone number, including area code: (610) 687-5253

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

______________________________________________________________________________________________________

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In May 2013, the Board of Directors of Airgas, Inc. (“Airgas” or the “Company”) approved the Airgas, Inc. Executive Bonus Plan (the “Executive Bonus Plan”), subject to stockholder approval. On August 6, 2013, at the 2013 Annual Meeting of Stockholders, the stockholders of the Company approved the Executive Bonus Plan. Except with respect to the following changes, the terms of the plan have not changed from those in the plan as approved by the stockholders at the Company’s 2008 Annual Meeting of Stockholders: (1) change the definition of salary for the plan year from the participant’s annual base pay on the first day of the second fiscal quarter to the participant’s annual base pay on the 100^th day of the fiscal year, except where proration is required because of partial year participation or when there is a significant change in base pay; (2) change the requirements for eligibility to receive payment of an award from requiring that the participant be employed on the payment date to requiring that the participant be employed on the last day of the plan year; (3) change in the performance goals to delete “return on average capital employed” and add “transaction processing accuracy”; (4) change themaximum that a participant may receive in any one year to $2,000,000 from $1,500,000; (5) add a statement regarding the requirement that the Governance and Compensation Committee certify in writing that the performance goals have been satisfied; and (6) revise the definition of the EBITDA performance goal for clarification purposes.

The purpose of the Executive Bonus Plan is to provide incentives to executives who are responsible for providing leadership in attaining the Company’s business objectives. The Executive Bonus Plan accomplishes this objective by paying awards only after the achievement of the specified goals. The Executive Bonus Plan is designed to allow the Company to pay incentive compensation that qualifies as “performance-based” compensation under Section 162(m) of the Internal Revenue Code.     Under Section 162(m), the Company may not receive a federal income tax deduction for compensation paid to its Executive Chairman, its CEO or any of the three other most highly compensated executive officers (excluding the chief financial officer) to the extent that any of these persons receives more than $1 million in any one year. However, if the Company pays compensation that is “performance-based” under Section 162(m), the Company still can receive a federal income tax deduction for the compensation even if the executive’s total compensation exceeds $1 million during a single year.

The description of the Executive Bonus Plan set forth above is qualified in its entirety by reference to the Executive Bonus Plan filed with this report as Exhibit 10.1.

Item 5.07Submission of Matters to a Vote of Security Holders.

The annual meeting of the stockholders of the Company was held on August 6, 2013, where the Company’s stockholders voted on the following:

(1) the election of three directors of the Company;

(2) the approval of the Executive Bonus Plan;

(3) the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014;

(4) an advisory vote to approve the Company’s executive compensation; and

(5) a stockholder proposal regarding the Company’s classified Board of Directors.

2

The final voting results for each such item are set forth below.

Election of Directors. The following persons were elected as directors for terms expiring at the 2016 Annual Meeting of Stockholders:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
John P. Clancey	41,614,442	22,403,402	4,351,865
Richard C. Ill	58,037,287	5,980,557	4,351,865
Ted B. Miller, Jr.	41,648,356	22,369,488	4,351,865

Approval of the Executive Bonus Plan. The proposal was approved by the following vote:

Votes For	Votes Against	Abstentions	Broker Non-Votes
62,809,748	1,174,604	33,492	4,351,865

Ratification of the Selection of Independent Registered Public Accounting Firm. The proposal was approved by the following vote:

Votes For	Votes Against	Abstentions
67,830,168	517,969	21,572

Advisory Vote to Approve the Company’s Executive Compensation. The following table summarizes the results of the advisory vote to approve the Company’s executive compensation:

Votes For	Votes Against	Abstentions	Broker Non-Votes
60,047,119	3,807,533	163,192	4,351,865

Stockholder Proposal Regarding the Company’s Classified Board of Directors.The following table summarizes the results of a proposal by a stockholder requesting the Board of Directors to take all necessary steps (other than any steps that must be taken by stockholders) to eliminate the classification of the Board of Directors and to require that all directors elected at or after the annual meeting held in 2014 be elected on an annual basis.

Votes For	Votes Against	Abstentions	Broker Non-Votes
36,721,589	26,334,146	962,109	4,351,865

Item 9.01Financial Statements and Exhibits.

(a) None

3

(b) None

(c) None

(d) Exhibits

10.1† - Airgas, Inc. Executive Bonus Plan

†Management contract or compensatory plan.

4

SIGNATURE

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 hereunto duly authorized.

Dated: August 7, 2013

Airgas, Inc.

(Registrant)

/s/ ROBERT H. YOUNG, JR.

Robert H. Young, Jr.

Senior Vice President and General Counsel

5

Exhibit Index

Exhibit No.	Description
10.1	Airgas, Inc. Executive Bonus Plan

6

EX-10.1

Exhibit 10.1

AIRGAS, INC.

EXECUTIVE BONUS PLAN

Purpose of the Plan

Airgas, Inc. (the “Company”) believes in providing incentives to attract, retain and reward Executive Officers who are responsible for providing leadership to the Company in attaining established business objectives.

The purpose of the Airgas, Inc. Executive Bonus Plan (the “Plan”) is to align management's efforts with the strategic goals of the Company through competitive annual incentive opportunities. The Plan will be effective from April 1, 2013 to March 31, 2014 (the “Plan Year”) and will automatically renew upon the anniversary date of the Plan unless terminated by the Governance and Compensation Committee of the Board of Airgas, Inc., or such other committee of the Board as may be responsible for executive compensation issues (the “Committee”).

Eligibility

The Executive Officers (“Participants”) are eligible for participation in the Plan provided that such officers are employed by the Company on the last day of the Plan Year (unless previously terminated due to retirement, disability or death as more fully described herein). For purposes of the Plan, Executive Officers are defined as those employees who constitute “officers” for the purposes of Section 16 of the Securities Exchange Act of 1934, and any other employee deemed to be a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, as such section may be amended.

Target Awards

Participants in the Executive Bonus Plan will be eligible for an annual cash incentive award (the “Award”) based on the achievement of predetermined goals as set forth in the Performance Measurement section of the Plan. Participants will have an assigned Award target equal to a specific percentage of salary earned during the Plan Year. For this purpose, salary is defined as the Participant's annual base pay as of the one-hundredth day of the Plan Year, except where proration is required as a result of partial year participation or when a significant change of duties causes a significant change in the Participant's annual base pay, as determined by the Committee. An annual Award target is determined based on the Participant's position in the organization. The maximum Award that may be paid in any single year to any Participant is $2,000,000.

Performance Measurement

All Awards payable shall be based solely upon the achievement of specific performance targets based on one or more of the following criteria:

• Earnings per share (EPS)

• Return on capital (ROC)

• Earnings before interest, taxes, depreciation, amortization and special gains (charges) (Adjusted EBITDA)

• Sales

• Return on equity (ROE)

• After tax cash flow (ATCF)

• Free cash flow (FCF)

• Operating expense as a percentage of sales

• Gross profit

• Days purchases outstanding (DPO)

• Operating income (OI)

• Days sales outstanding (DSO)

• Working capital

• Transactions accuracy

Final Award payments will vary based on the level of achievement measured against pre-determined performance targets. Depending upon a Participant's position and responsibilities, these various performance measures, assessed

1

based on different weightings, will determine the Award.

The Committee will establish the specific performance targets for the Plan within each of the above criteria within 90 days after the beginning of the respective Plan Year.

Funding

The Plan will be self-funding, as profitability targets will be established net of target Award payments under the Plan. Therefore, achievement of profitability targets will ensure that the Plan has funded itself.

Executive Bonus Plan Payment

At the end of the Plan Year, after all financial results have been finalized, the actual Award payment will be determined and the Committee will certify in writing that the performance goals associated with the Award have been satisfied prior to the payment of the Award. The Award will be paid in cash no later than 75 days following the end of the Plan Year.

Administration of the Plan

The Committee shall have full power to administer and interpret the Plan and, in its sole discretion, may establish or amend rules of general application for the administration of the plan and may amend or terminate the Plan at any time.

Partial Year Eligibility

Participants who are eligible for the Plan for a portion of the year will receive a prorated Award based on the base salary earned while they are eligible for the Plan or such other arrangement as agreed upon when hired.

New hires

• Newly hired Participants will immediately be eligible for the Plan.

• Base salary will be accumulated from the date of hire to the end of the Plan Year, unless eligibility ceases prior to that date.

Transfers

• For Participants who transfer from one job or employee status to another, eligibility will depend on their award eligibility before and after transferring.

• If a Participant transfers from a position that is not Plan eligible to a position that is eligible for an Award under the Plan, the Award will be prorated based on the time in the Plan eligible position. All calculations are done using Plan Year-end financial data.

• If a Participant transfers from a position that is eligible for an Award under the Plan to a position that is not Plan eligible, the Award will be prorated based on the length of time in the Plan eligible position. All calculations are done using Plan Year-end financial data.

• If a Participant transfers from one position that is eligible for an Award under the Plan to another position that is eligible for an Award under the Plan, participation in the Plan will continue uninterrupted. However, if the transfer involves a move that will change the weightings used to determine a Participant's Award, the Award calculation will be based on the pro-rated time spent in each position. All calculations will be done using Plan Year-end data. Accountabilities must be separately established and assessed for each position.

Promotions

• If a Participant is promoted during the Plan Year, new accountabilities must be established to reflect the new position.

Terminations

• Employees who are not employed by the Company on the last day of the Plan Year are not deemed to be Participants and therefore are ineligible to receive any Award under the Plan, except for the following circumstances:

• Participants who retire, become disabled or die during the Plan Year will be eligible for a prorated Award. The Award will be calculated from the date when they become eligible, normally the beginning of the Plan Year to the date of retirement, disability or death.

2

Leave of absence

• If a Participant is on a leave of absence at the end of the Plan Year, he or she will be eligible for an Award provided that he or she returns to work as an active employee. Any Award paid will be prorated based upon the length of time the Participant was actively working during the Plan Year. The calculation will be made using Plan Year-end financial data. The Award payment will be made in the next regularly scheduled payroll cycle at the end of the Participant's first month of employment following his or her return from leave of absence.

• If a Participant is on a leave of absence during the Plan Year and returns during the Plan Year, he or she will be eligible for an Award. Any Award paid will be prorated based upon the length of time a Participant was actively working during the Plan Year. The calculation will be made using Plan Year-end financial data.

Tax Considerations and Withholding

Participants will be required to report taxable income in the year the Award is received. The Company will withhold taxes in the appropriate amount on all payouts.

Bankruptcy

In the event that the Company declares bankruptcy, the Committee, at its discretion, may immediately discontinue the Plan. In the event that the Plan is discontinued, all participants will forfeit the right to any payments under the Plan.

Future Employment

Payment of an Award under the Plan does not imply a contractual agreement to extend or continue employment of a Participant beyond receipt of the Award.

3