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)
Registrants 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 Companys stockholders voted on the following:
(1) | the election of four directors; |
(2) | the ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending March 31, 2012; |
(3) | an advisory vote on the Companys executive compensation; and |
(4) | an advisory vote on a proposal regarding the frequency of future advisory votes on the Companys 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 Companys Executive Compensation. The following table summarizes the results of the advisory vote on the Companys 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 Companys Executive Compensation. The following table summarizes the results of the advisory vote on the frequency of future advisory votes on the Companys 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 Companys 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 |
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 todays 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