0001193125-11-237897.txt : 20110831 0001193125-11-237897.hdr.sgml : 20110831 20110831153225 ACCESSION NUMBER: 0001193125-11-237897 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110829 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110831 DATE AS OF CHANGE: 20110831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRGAS INC CENTRAL INDEX KEY: 0000804212 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 560732648 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09344 FILM NUMBER: 111068487 BUSINESS ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106875253 MAIL ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 29, 2011

 

 

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 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of the stockholders of Airgas, Inc. (“Airgas” or the “Company”) was held on August 29, 2011, where the Company’s stockholders voted on the following:

 

(1) the election of four directors;

 

(2) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2012;

 

(3) an advisory vote on the Company’s executive compensation; and

 

(4) an advisory vote on a proposal regarding the frequency of future advisory votes on the Company’s executive compensation.

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 2014 Annual Meeting:

 

Nominee

   Votes For      Votes Withheld      Broker
Non-Votes
 

Peter McCausland

     55,242,121         6,352,093         5,425,938   

Lee M. Thomas

     49,029,836         12,564,378         5,425,938   

John C. van Roden, Jr.

     55,420,929         6,173,285         5,425,938   

Ellen C. Wolf

     53,637,679         7,956,535         5,425,938   

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

 

Votes For

 

Votes Against

 

Abstentions

66,391,308   602,886   25,958

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

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

57,677,618   3,821,087   95,509   5,425,938

Advisory Vote Regarding the Frequency of Future Advisory Votes on the Company’s Executive Compensation. The following table summarizes the results of the advisory vote on the frequency of future advisory votes on the Company’s executive compensation:

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

56,441,226   161,644   4,820,884   170,460

The Airgas Board of Directors (the “Board”) carefully evaluated the results of the vote on this proposal, along with other relevant factors, in considering the frequency of future advisory votes on executive compensation. As a result, the Board determined that the Company will include a stockholder advisory vote on executive compensation in its proxy materials on an annual basis until the next required vote on the frequency of future advisory votes on the Company’s executive compensation.

 

Item 8.01 Other Events.

On August 29, 2011, the Airgas Board unanimously elected Peter McCausland, Airgas President and Chief Executive Officer, as Chairman of the Board and John C. van Roden, Jr. as Presiding Director, as described in the press release attached as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 – Press Release dated August 29, 2011


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.

 

Date: August 31, 2011     AIRGAS, INC.
    (Registrant)
    BY:  

/S/    ROBERT H. YOUNG, JR.        

      Robert H. Young, Jr.
      Senior Vice President and General Counsel


Exhibit Index

 

Exhibit 99.1    Press Release dated August 29, 2011
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Airgas Announces Director Election Results of Annual Stockholder Meeting

RADNOR, PA - August 29, 2011 - Airgas, Inc. (NYSE: ARG) today announced that, based upon certified results following today’s Annual Meeting of Stockholders, all four of Airgas’ nominees have been elected to the Airgas Board of Directors. The Company noted that each of its nominees, Peter McCausland, Lee M. Thomas, John C. van Roden, Jr. and Ellen C. Wolf, received the support of 80% or more of the shares voted. Broadridge, the independent Inspector of Elections, certified the results of the stockholder vote at Airgas’ 2011 Annual Meeting.

Following the annual meeting, the Board of Directors unanimously elected company founder and CEO McCausland as Chairman of the Board, and van Roden as Presiding Director.

About Airgas, Inc.

Airgas, Inc. (NYSE: ARG), through its subsidiaries, is the largest U.S. distributor of industrial, medical and specialty gases, and hardgoods, such as welding equipment and supplies. Airgas is also one of the largest U.S. distributors of safety products, the largest U.S. producer of nitrous oxide and dry ice, the largest liquid carbon dioxide producer in the Southeast, and a leading distributor of process chemicals, refrigerants, and ammonia products. More than 14,000 employees work in approximately 1,100 locations, including branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas also distributes its products and services through eBusiness, catalog and telesales channels. Its national scale and strong local presence offer a competitive edge to its diversified customer base. For more information, please visit www.airgas.com.

Media Contact:

Jay Worley (610) 902-6206

jay.worley@airgas.com

Investor Contact:

Barry Strzelec (610) 902-6256

barry.strzelec@airgas.com