UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported ) April 26, 2011
PRAXAIR, INC.
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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.
(e)
As disclosed under Item 5.07 below, at the 2011 Annual Meeting of shareholders of Praxair,
Inc. (“Praxair”), shareholders approved: (1) performance goals under Praxair’s Plan for Determining
Performance-Based Awards Under Section 162(m) (“162(m) Plan”), and (2) amendments to the 2009
Praxair, Inc. Long Term Incentive Plan (“2009 Plan”) to add
non-employee directors as participants. In connection with submitting
the 162(m) Plan performance goals for shareholder approval, the
162(m) Plan was amended in certain respects, including amendments to
the performance goals, effective
January 1, 2011.
The 2009 Plan, as amended, was filed as Exhibit 10.21 to Praxair’s annual report on Form 10-K for
the fiscal year ended December 31, 2010, filed with the Securities and Exchange Commission. The
162(m) Plan, as amended, was included in Appendix 3 to Praxair’s definitive proxy statement dated
March 16, 2011, filed with the Securities and Exchange Commission.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Praxair, Inc. was held on April 26, 2011. The total number of
shares that were present or represented by proxy at the Annual Meeting was 258,952,343, which was
85.3% 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 ten nominees for election as a director were elected to serve until the 2012 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 92.6% of the votes cast for his or her
election:
| Broker | ||||||||||||
| Director Nominees | Votes For | Votes Withheld | Non-Votes | |||||||||
Stephen F. Angel |
231,792,820 | 6,230,508 | 20,929,015 | |||||||||
Oscar Bernardes |
220,512,658 | 17,510,670 | 20,929,015 | |||||||||
Nance K. Dicciani |
232,118,962 | 5,904,366 | 20,929,015 | |||||||||
Edward G. Galante |
232,126,714 | 5,896,614 | 20,929,015 | |||||||||
Claire W. Gargalli |
236,262,723 | 1,760,605 | 20,929,015 | |||||||||
Ira D. Hall |
237,556,892 | 466,436 | 20,929,015 | |||||||||
Raymond W. LeBoeuf |
236,187,820 | 1,835,508 | 20,929,015 | |||||||||
Larry D. McVay |
237,535,557 | 487,771 | 20,929,015 | |||||||||
Wayne T. Smith |
225,191,903 | 12,831,425 | 20,929,015 | |||||||||
Robert L. Wood |
232,173,800 | 5,849,528 | 20,929,015 | |||||||||
Proposal 2
Shareholders approved, on an advisory and non-binding basis, the compensation of Praxair’s Named
Executive Officers as disclosed in the 2011 Proxy Statement, by the votes set forth below
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||
227,726,624 (95.7% of votes cast) |
9,653,958 | 642,738 | 20,929,023 |
Proposal 3
Shareholders recommended, on an advisory and non-binding basis, by the votes set forth below, that
future advisory votes on Named Executive Officer compensation should be held annually.
Based upon these results, which were consistent with the Board’s recommendation, the Board has
determined that Praxair will hold an advisory vote on Named Executive Officer compensation annually
until the next vote on the frequency of holding such advisory votes
| Shares Voted For | Shares Voted For | Shares Voted For | ||||||
| Annual Voting | Biennial Voting | Triennial Voting | Shares Abstained | Broker Non-Votes | ||||
| 195,583,993 (82.2% of votes cast) |
719,453 | 41,115,692 | 597,970 | 20,935,235 |
Proposal 4
Shareholders approved performance goals under Praxair’s Section 162(m) Plan, by the votes set forth
below.
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||
| 231,742,136 (97.4% of votes cast) |
4,138,477 | 2,142,709 | 20,929,021 |
Proposal 5
Shareholders approved amendments to the 2009 Praxair, Inc. Long Term Incentive Plan to add
non-employee directors as eligible participants, by the votes set forth below.
| Shares Voted For | Shares Voted Against | Shares Abstained | Broker Non-Votes | |||
| 225,420,616 (94.7% of votes cast) |
12,053,830 | 548,874 | 20,929,023 |
Proposal 6
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 | |||
| 256,477,081 (99.0% of votes cast) |
2,156,456 | 318,806 | 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 |
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| Date: April 28, 2011 | By: | /s/ James T. Breedlove | ||
| James T. Breedlove | ||||
| Senior Vice President, General Counsel and Secretary |
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