James Hardie Industries Plc. · NYSE:JHX
James Hardie Industries — Shareholder Meeting (November 2020)
26 slides from James Hardie Industries's shareholder meeting presentation, Nov 6, 2020
Slide 1: Annual General Meeting
For personal use only ANNUAL GENERAL MEETING 5 November 2020 (Dublin) / 6 November 2020 (Sydney)
Slide 2: Cautionary Note on Forward-Looking Statements
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This Management Presentation contains forward looking statements within the meaning of the Private Securities Litigation Reform Act For personal use only of 1995. James Hardie Industries plc (the “Company”) may from time to time make forward-looking stat
Slide 3: Annual General Meeting – Chairman's Address
For personal use only ANNUAL GENERAL MEETING – CHAIRMAN’S ADDRESS Michael Hammes, Chairman 3 Contents are confidential and subject to disclosure and insider trading considerations
Slide 4: Annual General Meeting – Items of Business
For personal use only • Xxx • Xxx ANNUAL GENERAL MEETING – ITEMS OF BUSINESS* *Shareholders should refer to the Notice of Annual General Meeting 2020 for the full text and background to each resolution set forth in the presentation
Slide 5: Financial Statements and Reports for Fiscal Year 2020
For personal use only RESOLUTION 1: Financial Statements and Reports for Fiscal Year 2020 • To receive and consider the financial statements and the reports of the Board and external auditor for the fiscal year ended 31 March 2020 5
Slide 6: Financial Statements and Reports for Fiscal Year 2020 – Voting
For personal use only RESOLUTION 1: Financial Statements and Reports for Fiscal Year 2020 PROXY RESULTS: Votes %* For 343,364,485 99.77 Against 334,282 0.10 Open** 429,265 0.13 Abstain 6,405,566 N/A Excluded 0 N/A * Percentages have been rounded 6 ** ‘Open’ means the proxy could vote on the resoluti
Slide 7: Remuneration Report for Fiscal Year 2020
For personal use only RESOLUTION 2: Remuneration Report for Fiscal Year 2020 • To receive and consider the Remuneration Report of the Company for the fiscal year ended 31 March 2020 7
Slide 8: Remuneration Report for Fiscal Year 2020 – Voting
For personal use only RESOLUTION 2: Remuneration Report for Fiscal Year 2020 PROXY RESULTS: Votes %* For 341,172,179 97.37 Against 8,803,081 2.51 Open** 426,939 0.12 Abstain 131,309 N/A Excluded 0 N/A * Percentages have been rounded 8 ** ‘Open’ means the proxy could vote on the resolution in their d
Slide 9: Election/Re-election of Directors
For personal use only RESOLUTION 3: Election/Re-election of Directors a. That Moe Nozari be elected as a director b. That Nigel Stein be elected as a director c. That Harold Wiens be elected as a director 9
Slide 10: Election of Director – Moe Nozari
For personal use only RESOLUTION 3(a): Election of Director – Moe Nozari PROXY RESULTS: Votes %* For 338,439,637 96.62 Against 11,432,692 3.26 Open** 431,546 0.12 Abstain 229,633 N/A Excluded 0 N/A * Percentages have been rounded 10 ** ‘Open’ means the proxy could vote on the resolution in their dis
Slide 11: Election of Director – Nigel Stein
For personal use only RESOLUTION 3(b): Election of Director – Nigel Stein PROXY RESULTS: Votes %* For 348,899,348 99.59 Against 999,776 0.29 Open** 431,391 0.12 Abstain 202,993 N/A Excluded 0 N/A * Percentages have been rounded 11 ** ‘Open’ means the proxy could vote on the resolution in their discr
Slide 12: Election of Director – Harold Wiens
For personal use only RESOLUTION 3(c): Election of Director – Harold Wiens PROXY RESULTS: Votes %* For 349,745,000 99.84 Against 157,244 0.04 Open** 431,441 0.12 Abstain 199,823 N/A Excluded 0 N/A * Percentages have been rounded 12 ** ‘Open’ means the proxy could vote on the resolution in their disc
Slide 13: Authority to Fix the External Auditor's Remuneration
For personal use only RESOLUTION 4: Authority to Fix the External Auditor’s Remuneration • That the Board be authorised to fix the remuneration of the external auditor for the fiscal year ended 31 March 2021 13
Slide 14: Authority to Fix the External Auditor's Remuneration – Voting
For personal use only RESOLUTION 4: Authority to Fix the External Auditor’s Remuneration PROXY RESULTS: Votes %* For 348,956,879 99.59 Against 969,020 0.28 Open** 452,134 0.13 Abstain 150,325 N/A Excluded 0 N/A * Percentages have been rounded 14 ** ‘Open’ means the proxy could vote on the resolution
Slide 15: Grant of Fiscal Year 2021 ROCE Restricted Stock Units
For personal use only RESOLUTION 5: Grant of Fiscal Year 2021 Return on Capital Employed Restricted Stock Units • Approve the grant of Return on Capital Employed (ROCE) Restricted Stock Units (RSUs) under the 2006 LTIP (as amended) to James Hardie’s Director and Chief Executive Officer, Dr. Jack Tru
Slide 16: Grant of Fiscal Year 2021 ROCE RSUs – Voting
For personal use only RESOLUTION 5: Grant of Fiscal Year 2021 Return on Capital Employed Restricted Stock Units PROXY RESULTS: Votes %* For 334,790,194 95.57 Against 15,100,138 4.31 Open** 426,389 0.12 Abstain 216,787 N/A Excluded 0 N/A * Percentages have been rounded 16 ** ‘Open’ means the proxy co
Slide 17: Grant of Fiscal Year 2021 Relative TSR RSUs
For personal use only RESOLUTION 6: Grant of Fiscal Year 2021 Relative Total Shareholder Return RSUs • Approve the grant of Relative Total Shareholder Return (TSR) RSUs to James Hardie’s Director and Chief Executive Officer, Dr. Jack Truong for the fiscal year 2021 17
Slide 18: Grant of Fiscal Year 2021 Relative TSR RSUs – Voting
For personal use only RESOLUTION 6: Grant of Fiscal Year 2021 Relative TSR RSUs PROXY RESULTS: Votes %* For 332,145,315 94.82 Against 17,742,659 5.06 Open** 430,189 0.12 Abstain 215,345 N/A Excluded 0 N/A * Percentages have been rounded 18 ** ‘Open’ means the proxy could vote on the resolution in th
Slide 19: Renewal of Authority to Issue Shares for Cash
For personal use only RESOLUTION 7: Renewal of Authority for Directors to Issue James Hardie Shares for Cash without first offering Shares to existing Shareholders • Approve the renewal of the Board’s authority to issue Shares for cash consideration without first offering them to existing Shareholde
Slide 20: Renewal of Authority to Issue Shares for Cash – Voting
For personal use only RESOLUTION 7: Renewal of Authority for Directors to Issue James Hardie Shares for Cash without first offering Shares to existing Shareholders PROXY RESULTS: Votes %* For 336,844,816 96.15 Against 13,073,337 3.73 Open** 429,698 0.12 Abstain 185,657 N/A Excluded 0 N/A * Percentag
Slide 21: Amendments to the Company's Articles of Association
For personal use only RESOLUTION 8: Amendments to the Company’s Articles of Association • Approve certain amendments to the Company’s Articles of Association* in order to provide a more modern and flexible means of communicating with shareholders and conducting the Company’s business in the future *
Slide 22: Amendments to the Articles of Association – Voting
For personal use only RESOLUTION 8: Amendments to the Company’s Articles of Association PROXY RESULTS: Votes %* For 272,729,512 77.90 Against 76,923,301 21.97 Open** 433,345 0.13 Abstain 447,350 N/A Excluded 0 N/A * Percentages have been rounded 22 ** ‘Open’ means the proxy could vote on the resolut
Slide 23: Approval of 2020 Non-Executive Director Equity Plan
For personal use only RESOLUTION 9: Approval of James Hardie 2020 Non-Executive Director Equity Plan and Issue of Shares Thereunder • Approve the James Hardie 2020 Non-Executive Director Equity Plan and the issue of Shares for cash to participants for the next three years 23
Slide 24: 2020 Non-Executive Director Equity Plan – Voting
For personal use only RESOLUTION 9: Approval of James Hardie 2020 Non-Executive Director Equity Plan and Issue of Shares Thereunder PROXY RESULTS: Votes %* For 338,690,252 96.85 Against 10,598,026 3.03 Open** 423,479 0.12 Abstain 789,258 N/A Excluded 32,493 N/A * Percentages have been rounded 24 **
Slide 25: Annual General Meeting – Other Items of Business
For personal use only ANNUAL GENERAL MEETING – OTHER ITEMS OF BUSINESS 25 Page 25
Slide 26: Annual General Meeting
For personal use only ANNUAL GENERAL MEETING
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