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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 26, 2011
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:
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
 
 
Date: April 28, 2011  By:   /s/ James T. Breedlove    
    James T. Breedlove   
    Senior Vice President, General Counsel
and Secretary