Form 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) April 22, 2014

 

 

PRAXAIR, INC.

(Exact name of registrant as specified in its charter)

 

 

DELAWARE

(State or Other jurisdiction of incorporation)

 

1-11037    06-124-9050
(Commission File Number)    (IRS Employer Identification No.)

 

39 OLD RIDGEBURY ROAD, DANBURY, CT    06810-5113
(Address of principal executive offices)    (Zip Code)

(203) 837-2000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

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 Shareholders of Praxair, Inc. was held on April 22, 2014 (the “Annual Meeting”), at which shareholders voted upon the items set forth below. The total number of shares that were present or represented by proxy at the Annual Meeting was 253,246,227, which was 86.2% of the shares outstanding and entitled to vote and which constituted a quorum. The final voting results of the items submitted to a vote of the shareholders are set forth below.

Proposal 1

The eleven nominees for election as a director were elected to serve until the 2015 annual meeting of shareholders, and until his or her successor is elected and qualified. The vote results were as follows, with each nominee having received at least 90.3% of the votes cast for his or her election:

 

Director Nominees

  

Shares For

  

Shares Against

  

Shares

Abstained

  

Broker

Non-Votes

Stephen F. Angel

   227,726,677      4,475,114    1,367,177    19,677,259

Oscar Bernardes

   209,508,641    22,567,655    1,492,670    19,677,261

Nance K. Dicciani

   230,385,595      2,479,481       703,892    19,677,259

Edward G. Galante

   229,294,469      3,554,951       719,546    19,677,261

Claire W. Gargalli

   226,632,595      3,798,047    3,138,325    19,677,260

Ira D. Hall

   231,850,847         996,796       721,322    19,677,262

Raymond W. LeBoeuf

   228,053,871      2,362,975    3,152,121    19,677,260

Larry D. McVay

   231,884,809         546,068    1,138,089    19,677,261

Denise L. Ramos

   232,365,796         492,230       710,941    19,677,260

Wayne T. Smith

   230,104,763      2,740,883       723,321    19,677,260

Robert L. Wood

   231,297,901      1,548,661       722,404    19,677,261

Proposal 2

Shareholders approved, on an advisory and non-binding basis, the compensation of Praxair’s Named Executive Officers as disclosed in the 2014 Proxy Statement, by the votes set forth below.

 

Shares Voted For

  

Shares

Voted Against

  

Shares

Abstained

  

Broker

Non-Votes

223,476,925
(95.7% of votes cast)

   8,687,702    1,403,280    19,678,320

Proposal 3

Shareholders approved the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan by the votes set forth below.

 

Shares Voted For

  

Shares

Voted Against

  

Shares

Abstained

  

Broker

Non-Votes

224,577,361
(96.2% of votes cast)

   7,810,982    1,179,381    19,678,503

Proposal 4

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor, by the votes set forth below.

 

Shares Voted For

  

Shares

Voted Against

  

Shares

Abstained

  

Broker

Non-Votes

250,280,597
(98.8% of votes cast)

   2,234,904    730,726    0


SIGNATURES

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.

 

   

PRAXAIR, INC.

Registrant

Date: April 25, 2014     By:  

/s/ James T. Breedlove

      James T. Breedlove
     

Senior Vice President, General

Counsel and Secretary