8-K - LIN - Equibles

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): October 25, 2021

Linde plc
(Exact name of registrant as specified in its charter)
Ireland	001-38730	98-1448883
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(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)
10 Riverview Dr.<br><br>Danbury, Connecticut<br><br>United States 06810	The Priestley Centre<br><br>10 Priestley Road<br><br>Surrey Research Park<br><br>Guildford, Surrey GU2 7XY<br><br>United Kingdom
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(Address of principal executive offices) (Zip Code)

+44 1483 242200

(Registrant’s telephone numbers, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Ordinary shares (€0.001 nominal value per share)	LIN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b),(c), (d)

Appointment of New Chief Executive Officer

On October 25, 2021, the Board of Directors of Linde plc (the “Company”) appointed Sanjiv Lamba to succeed Stephen F. Angel as the Company’s Chief Executive Officer, and elected Mr. Lamba to the Board of directors, each effective March 1, 2022.

Mr. Lamba, age 57, was named Linde’s Chief Operating Officer in October 2020. Throughout his more than 30-year tenure with Linde, he served in various leadership roles including Executive Vice President APAC, Head of Regional Business units (South & South East Asia) and Managing Director India.

Appointment of New Chairman of the Board and Director Retirements

On October 25, 2021, the Board of Directors also appointed Stephen F. Angel as the Chairman of the Board Effective March 1, 2022 upon his retirement as the Company’s CEO and to succeed Wolfgang Reitzle who will retire from the Board in accordance with the Board’s Tenure and Resignation Policy. In addition to Mr. Reitzle, the following other members of the Company’s Board of Directors will retire effective March 1, 2022 in accordance with this Policy: Prof. Dr. Clemens Börsig, Dr. Nance K. Dicciani, Mr. Franz Fehrenbach and Mr. Larry McVay.

Election of New Directors

On October 25, 2021, the Board of Directors also elected Alberto Weisser and Josef Kaeser as new members of the Board of Directors effective November 1, 2021. Mr. Weisser will serve on the Audit Committee and the newly created Sustainability Committee, and Mr. Kaeser will serve on the Nomination and Governance Committee and the Human Capital Committee. Messrs. Weisser and Kaeser will be entitled to participate in the Linde non-management director compensation program described under the caption “Director Compensation: Director Compensation Program” in the Company’s 2021 proxy statement dated April 29, 2021.

ITEM 8.01 Other Events

Enhanced Board Oversight of ESG Matters

On October 25, 2021, the Board of Directors of the Company also approved the following matters related to its committees to enhance the Board’s oversight of environmental, social and governance matters effective November 1, 2021:

A new Sustainability Committee has been created that will be responsible for Board oversight of the Company’s strategy and policies related to climate change, including greenhouse gas reduction goals and decarbonization solutions, such as clean hydrogen and carbon capture.

The Compensation Committee has been renamed as the “Human Capital Committee”, reflecting that committee’s enhanced oversight of policies, practices and goals related to the Company’s workforce generally, including diversity and inclusion, safety and community engagement.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished herewith and shall not be deemed as filed pursuant to the Securities Exchange Act of 1934, as amended.

Exhibit No.	Description
99.1	Press Release dated October 25, 2021 regarding CEO and Chairman Succession
99.2	Press Release dated October 25, 2021 regarding election of new directors and Board committee changes
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.

	LINDE PLC
Date: October 25, 2021	By:	/s/ Guillermo Bichara
	Name:	Guillermo Bichara
	Title:	General Counsel
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lin_ex991.htm EXHIBIT 99.1

<br> <br><br> <br>Press release

Linde Announces CEO and Chairman Succession

Guildford, UK, October 25, 2021 – Linde (NYSE: LIN; FWB: LIN) today announced its Board of Directors has appointed Sanjiv Lamba to succeed Steve Angel as Chief Executive Officer and Steve Angel to succeed Wolfgang Reitzle as Chairman, effective March 1, 2022.

Lamba was named Linde’s Chief Operating Officer in October 2020. Throughout his more than 30-year tenure with Linde, he served in various leadership roles including Executive Vice President APAC, Head of Regional Business units (South & South East Asia) and Managing Director India. In addition to his appointment as CEO, Lamba will join Linde’s Board of Directors, effective March 1, 2022.

“I am truly honored to lead this outstanding company into the future,” said Lamba. “Linde is exceptionally well-positioned to capitalize on profitable growth opportunities in several end markets, including electronics, healthcare and clean energy. I look forward to working with the talented Linde team to continue driving our high-performance culture and create sustainable value for Linde shareholders.”

Angel was named Chief Executive Officer of Linde plc in 2018, having successfully led the merger of Linde AG and Praxair into the world’s largest global industrial gases and engineering company. Under his leadership, the company implemented a culture of operational excellence and capital discipline which, when combined with industry leading growth, generated 100% Total Shareholder Return over the last three years. Prior to his role as Linde CEO, Angel served as Chairman, President and CEO of Praxair, Inc. since 2007.

“It has been a privilege to lead Linde to become the best performing industrial gases and engineering company in the world,” said Angel. “As Chairman, I look forward to working with Sanjiv as we further strengthen Linde’s reputation for excellence. I’m confident that under Sanjiv’s leadership, Linde will maintain our high-performance culture, aggressively implement our new sustainability goals and leverage the many growth opportunities we have in front of us to create significant shareholder value.” Angel continued, “I want to thank Wolfgang for his partnership in enabling our highly successful merger and his leadership as Chairman of the Board of Directors.”

Reitzle retires from Linde after nearly 20 years with the company, during which he served as President and CEO of Linde AG and Chairman of the Supervisory Board of Linde AG.

“It was an honor to work with Linde’s outstanding board members and senior management throughout my tenure as Chairman,” said Reitzle. “I’m pleased to know Steve will now lead the Board of Directors and Sanjiv will be at the helm of the company. Linde could not be in better hands.”

About Linde Linde is a leading global industrial gases and engineering company with 2020 sales of $27 billion (€24 billion). We live our mission of making our world more productive every day by providing high-quality solutions, technologies and services which are making our customers more successful and helping to sustain and protect our planet.

<br> <br><br> <br>Press release

The company serves a variety of end markets including chemicals & refining, food & beverage, electronics, healthcare, manufacturing and primary metals. Linde's industrial gases are used in countless applications, from life-saving oxygen for hospitals to high-purity & specialty gases for electronics manufacturing, hydrogen for clean fuels and much more. Linde also delivers state-of-the-art gas processing solutions to support customer expansion, efficiency improvements and emissions reductions.

For more information about the company and its products and services, please visit www.linde.com.

Contacts:

| Investor Relations Juan Pelaez Phone: +1 203 837 2213 Email: juan.pelaez@linde.com | Media Relations Anna Davies Phone: +44 1483 244705 Email: anna.davies@linde.com |

lin_ex992.htm EXHIBIT 99.2

<br> <br><br> <br><br> <br>Press release

Linde Board Elects Two New Directors and Adds Sustainability Committee

Guildford, UK, October 25, 2021 – Linde plc (NYSE: LIN; FWB: LIN) announced today that its Board of Directors has elected Joe Kaeser and Alberto Weisser as new directors of Linde plc, effective November 1, 2021. Kaeser will serve on the Nomination and Governance and the Human Capital Committees, and Weisser will serve on the Audit and the Sustainability Committees.

Kaeser and Weisser are highly regarded senior executives who bring a wealth of global experience to the Linde plc Board of Directors. Kaeser served as Chief Financial Officer of Siemens AG from 2006 until 2013 and then as Chief Executive Officer of Siemens AG until his retirement in 2021.He currently chairs the supervisory board of Siemens Energy AG, is Vice Chairman of the board of NXP Semiconductors and a member of the supervisory board of Daimler Truck AG. Weisser served as Chief Financial Officer of Bunge International from 1993 until 1998 and as Chairman and Chief Executive Officer of Bunge from 1999 until 2013. He currently serves on the boards of Pepsico and Bayer AG.

“Linde will benefit from Joe’s and Alberto’s breadth and depth of experience,” said Wolfgang Reitzle, Chairman of Linde plc. “I am confident their contributions will strengthen our Board and benefit all our stakeholders.”

The Board of Directors has also added a Sustainability Committee. The committee will be responsible for board oversight of Linde’s strategy and policies related to climate change, including greenhouse gas reduction goals and decarbonization solutions, such as clean hydrogen and carbon capture.

The Board has also renamed the Compensation Committee as the Human Capital Committee, reflecting that committee’s enhanced oversight of policies, practices and goals related to Linde’s workforce generally, including diversity and inclusion, safety and community engagement.

<br> <br><br> <br><br> <br>Press release

For more information about the company and its products and services, please visit www.linde.com.

Contacts: