LINDE PLC
For the period ended Jul 28, 2026. Filed Apr 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 28, 2026 · Filed Apr 29, 2026
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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 | ☐ | Filed by a Party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
Linde plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Making our world more productive
A Message fromOur Chairman
Dear fellow shareholders,
On behalf of Linde’s Board of Directors, I am pleased to invite you to the 2026 Annual General Meeting of Shareholders of Linde plc being held in London, UK.
The Linde Board
The Board’s composition reflects a mix of diverse backgrounds, experiences, skills and perspectives that contribute to a strong and well-functioning Board. Each of our nine directors has substantial senior executive experience in areas critical to our business, resulting in meaningful Board oversight of management.
Steve Angel Retirement. Steve Angel retired as Chairman of the Linde Board effective January 31, 2026, after his tenure as Linde plc’s initial CEO and subsequently its second Chairman. We thank Steve for his many contributions to the Board and the Company.
New Board Leadership Structure. The Board routinely evaluates Board leadership succession and the appropriate Board leadership structure for Linde. After Steve Angel informed the Board of his intention to retire, on September 29, 2025, the Board determined that it would be in the best interests of the Company and its shareholders that I be appointed Chairman of the Board while continuing to serve as the Chief Executive Officer effective January 31, 2026. This combined Chairman and CEO role allows me to leverage my knowledge of the Company and the industrial gases industry and lead the Board to focus attention on key strategic matters. The Board also determined that Linde should continue to have a Lead Independent Director to ensure robust oversight by all other directors who are independent, and appointed Robert L. Wood to continue to serve as Linde’s Lead Independent Director. The Board will continue to periodically review the Board leadership structure to ensure that it is in the best interests of the Company and its shareholders.
Board Recruitment. There has been substantial Board refreshement since 2022, as eight directors have retired, and five new directors have joined the Board. The Board continues to focus on recruiting new directors with the background, skills and experience required to contribute to Linde’s future success.
Board and Committee Oversight of Key Matters
The Board and its committees are actively involved in providing oversight and counsel to management regarding numerous areas that are critical to Linde and its shareholders, including the following:
The Audit Committee oversees key accounting and financial matters, including (1) selecting the independent auditor; (2) monitoring the internal audit function and compliance with legal and regulatory requirements; and (3) recommending a capital allocation strategy to the Board.
The Human Capital Committee supervises the executive compensation program, including (1) designing the program to reflect Linde’s pay for performance culture and alignment of shareholders’ and management’s interests; (2) making annual senior executive compensation determinations, including setting challenging annual variable compensation goals, determining payouts based on those goals, and providing long-term stock incentives for executive officers and other eligible employees. It also reviews the safety strategy and progress annually.
The Nomination and Governance Committee oversees selection of Board members, recruitment and refreshment, committee assignments, Board compensation, the Board self-evaluation process, and corporate governance matters generally.
The Sustainability Committee oversees Linde’s programs, policies and practices related to environmental matters, including sustainability goals, decarbonization and clean energy efforts.
The Board’soversight includes, among others (1) conducting an annual business plan review in January and an annual strategy review in October, in addition to multiple strategic business reviews throughout the year; (2) determining a capital allocation strategy, with a focus on investment for future growth and appropriate shareholder distribution levels. This included 8% and 7% dividend increases in 2025 and 2026, respectively, with 2026 being the 33 rd consecutive annual dividend increase, as well as a continuation of Linde’s existing $15 billion share repurchase program; (3) performing an annual enterprise risk assessment; (4) reviewing and approving strategic acquisitions and large capital projects that are a core component of Linde’s growth strategy; and (5) reviewing senior executive talent and management succession planning.
The Board thanks you for your continuing support and confidence in Linde.
Regards,
Sanjiv Lamba
Table of Contents
| Notice of 2026 Annual General Meeting of Shareholders | 1 |
|---|---|
| Proxy Statement Highlights | 3 |
| Proposals | 3 |
| 2025 Business Performance Highlights | 5 |
| Board and Governance Highlights | 7 |
| Compensation Highlights | 9 |
| Corporate Governance and Board Matters | 10 |
| Linde’s Corporate Governance Framework | 10 |
| Board Committees | 18 |
| Director Compensation | 21 |
| Director Nominees | 24 |
| Proposal 1: Appointment of Directors | 34 |
| Audit Matters | 35 |
| Oversight of Independent Auditors | 35 |
| Auditor Independence | 36 |
| Fees Paid to the Independent Auditor | 37 |
| Audit Committee Report | 38 |
| Proposal 2a: Non-Binding Ratification of the Appointment of the Independent Auditor | 39 |
| Proposal 2b: Authorization of the Board to Determine the Auditor’s Remuneration | 39 |
| Executive Compensation Matters | 40 |
| Report of the Human Capital Committee | 40 |
| Compensation Discussion and Analysis | 40 |
| Executive Compensation Tables | 52 |
| Table 1: Summary Compensation | 52 |
| Table 2: Grants of Plan-Based Awards | 54 |
| Table 3: Outstanding Equity Awards at Fiscal Year-End | 56 |
| Table 4: Option Exercises and Stock Vested | 57 |
| Table 5: Pension Benefits | 58 |
| Table 6: Nonqualified Deferred Compensation | 62 |
| Severance and Other Change-In Control Benefits | 63 |
| Table 7: Amounts Potentially Payable upon Termination | 65 |
| Pay Versus Performance | 68 |
| CEO Pay Ratio | 74 |
| Reconciliation to Compensation and Non-GAAP Measures | 75 |
| Proposal 3: Advisory and Non-Binding Vote on Named Executive Officer Compensation | 76 |
| Proposal 4: Determination of Price Range for Re-allotment of Treasury Shares | 77 |
| Proposal 5: Shareholder Proposal Requesting Renewable Electricity Procurement Strategy Report | 78 |
| Information on Share Ownership | 81 |
| Information About the Annual General Meeting and Voting | 82 |
| General Information | 82 |
| Miscellaneous | 86 |
Making our world more productive
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