Without such an eligibility requirement, the remaining members of the Airgas Board could circumvent the mandate of Airgas' shareholders by immediately attempting to create vacancies and appointing the defeated Board nominees to fill the vacancies. Air Products believes Airgas' shareholders are entitled to know their votes have meaning and that this proposal is critical to a fair stockholder process.
Airgas has stated that its 2010 Annual Meeting will serve as a referendum for Airgas' shareholders on Air Products' offer. However, because Airgas maintains a staggered board, the Board may choose to ignore the results of this referendum. Even if all of Air Products' proposals are supported and all of the Air Products Nominees are elected, the incumbent directors could force the shareholders to wait another full year after the 2010 Annual Meeting -- if not longer -- to implement the changes at Airgas that would allow Airgas' shareholders to have the opportunity to appropriately consider Air Products' offer. By adopting this proposal, Airgas' shareholders can provide themselves an early opportunity to replace a majority of the existing Airgas Board by January 2011 so that a new Airgas Board majority can decide whether to pursue Air Products' offer to acquire their shares.
Air Products believes this action may be necessary in the event that the Airgas Board adopts By-Law amendments which could impede the election of the Air Products nominees or the ability of the Air Products nominees, if elected, to pursue the best interests of Airgas and its shareholders.
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