## Facts

- Airgas, Inc., a Delaware corporation, had a nine-member classified board with directors divided into three classes.
- Air Products and Chemicals, Inc. launched a hostile acquisition attempt, including a tender offer and a proxy contest to replace directors.
- At Airgas’s 2010 annual meeting (September 15, 2010), Air Products succeeded in electing three nominees to the board.
- Air Products also sponsored a stockholder-adopted bylaw (the “January Bylaw”) requiring the next annual meeting to occur in January 2011, about four months after the 2010 meeting.
- Airgas’s charter provided that directors serve terms “expiring at the annual meeting of stockholders held in the third year following the year of their election,” and required a 67% stockholder vote to amend the charter provision establishing the classified board.
- Airgas sued to invalidate the January Bylaw, contending it conflicted with 8 Del. C. § 141(d) and the charter’s classified board provision by effectively shortening directors’ terms.
- The Court of Chancery upheld the January Bylaw; Airgas appealed.

## Issues

1. Whether a stockholder-adopted bylaw setting an earlier annual meeting date is invalid because it conflicts with a charter-classified board provision and 8 Del. C. § 141(d).
2. Whether the charter language fixing director terms to expire at the annual meeting “held in the third year following the year of their election” permits an annual meeting only four months after the prior annual meeting.
3. Whether stockholders may, by bylaw, effectively shorten classified-board director terms without satisfying the charter’s supermajority requirement for altering the classified board structure.

## Decision

- The Delaware Supreme Court reversed the Court of Chancery.
- The Court held the January Bylaw invalid because it conflicted with the charter’s classified board provision and § 141(d).
- The Court construed the charter’s term language to require approximately three-year terms for each director class.
- Because the January Bylaw would reduce incumbent directors’ terms by roughly eight months, it operated as an impermissible alteration of the classified board structure.

## Legal Principles

- Bylaws are subordinate to the certificate of incorporation; a bylaw is invalid if it conflicts with the charter.
- When a charter establishes a classified board under § 141(d) and specifies multi-year director terms, stockholders cannot use a bylaw fixing the meeting date to effectively shorten those terms.
- A stockholder vote requirement in the charter to amend the classified board provision cannot be avoided through a bylaw that achieves the same functional result as a charter amendment.

## Conclusion

The Delaware Supreme Court held that a bylaw accelerating the next annual meeting was invalid because it conflicted with Airgas’s charter-classified board provisions and § 141(d) by materially shortening incumbent directors’ terms, preserving the charter-approved staggered board structure against indirect alteration by bylaw.


Airgas, Inc. v. Air Prods. & Chems., Inc., 8 A.3d 1182 (Del. 2010)