UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material under Rule 14a-12 |
PRAXAIR, INC.
Name of the Registrant as Specified In Its Charter
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[Praxair, Inc. Letterhead]
March xx, 2007
[To]
Re: Praxair, Inc. Annual Meeting —April 24, 2007
Dear [ ]
This is a
request that you vote [recommend a vote] AGAINST a proposal submitted by Chris Rossi (acting through John
Chevedden) calling for an annual shareholder vote on our shareholder-approved Stockholder
Protection Rights Agreement (“Rights Plan”).
You may recall that in 2004, Praxair’s Board, in a progressive move, submitted that Rights Plan to
a binding shareholder vote and that it passed with 77% of the votes cast in the affirmative,
[including the votes cast by your institution]
[based, in part, on your favorable recommendation]. You may also recall that we worked hard with
[your organization and other] organizations to build into the Rights Plan features that addressed shareholder concerns
over the potential for abuse of such a plan while retaining its usefulness in providing the Board
time and negotiating leverage to obtain the best result for shareholders in the event of a hostile
takeover attempt.
As we argue in our proxy statement filed on March 15, 2007 (a copy of which is enclosed for your
convenience), we believe an annual vote on the Rights Plan is unnecessary for many reasons
including the facts that (1) by its terms, the Rights Plan will
expire anyway on May 2, 2009 unless
re-approved by the shareholders, (2) by published Board policy,
the Board will not adopt or materially amend
any rights plan without submitting such action to a shareholder vote (which policy the Board
followed when it submitted the current Rights Plan to a shareholder
vote), (3) the Rights Plan requires,
and has received, an annual review by the company’s independent directors to determine that it
remains in the shareholders’ best interests, and (4) nothing has changed to justify overturning the
judgment of the shareholders who voted in favor of the Rights Plan.
We trust that the company’s excellent financial and governance performance (including its
constructive outreach to identify and address shareholder concerns with rights plans) justifies
continued confidence in this Board’s ability and willingness to act in the shareholders’ best
interests without the need for a costly shareholder vote “do-over” each year for a sunsetting,
limited term rights plan.
Thank you for your consideration. I hope that you will call me at [203-xxx-xxxx] with any questions
or concerns you may have.
Very truly yours,