James Hardie Industries Plc. · NYSE:JHX
James Hardie Industries — Shareholder Meeting (November 2022)
30 slides from James Hardie Industries's shareholder meeting presentation, Nov 4, 2022
Slide 1: Chairman's Address to 2022 Annual General Meeting and Presentation
James Hardie Industries plc Europa House 2nd Floor, Harcourt Centre Harcourt Street, Dublin 2, For personal use only D02 WR20, Ireland T: +353 (0) 1 411 6924 F: +353 (0) 1 479 1128 4 November 2022 The Manager Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY
Slide 2: Chairman's Address
Chairman’s Address Address to the 2022 Annual General Meeting Michael Hammes, Chairman, James Hardie Industries plc For personal use only Hello and welcome to James Hardie Industries plc’s 2022 Annual General Meeting (AGM), our thirteenth AGM to be held in Dublin. I am pleased to have you join us. A
Slide 3: Chairman's Address
Chairman’s Address Aaron and his leadership team are focused on continuous improvement within the ESG space and have the Board’s full support in this initiative. As our sustainability program progresses, the Board and management are committed to aligning with For personal use only best-practice repo
Slide 4: Chairman's Address
Chairman’s Address our global strategy, group sales have increased 44% to over US$3.6 billion and adjusted net income grew 107% to US$620.7 million. This exceptional growth is the result of the successful execution of our strategy by our over 5,000 employees across the globe. Asbestos Injury Compens
Slide 5: Chairman's Address
Chairman’s Address James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at Europa House, 2nd Floor, Harcourt Centre, Harcourt Street, Dublin 2, D02 WR20, Ireland. For personal use only 2022 Annual General Meeting Chairman’s Address 4
Slide 6: Annual General Meeting
For personal use only ANNUAL GENERAL MEETING 3 November 2022 (New York and Dublin) / 4 November 2022 (Sydney)
Slide 7: Cautionary Note on Forward-Looking Statements
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS For personal use only 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 of 1995.
Slide 8: 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 9: 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 2022 for the full text and background to each resolution set forth in the presentation
Slide 10: 1: Financial Statements and Reports for Fiscal Year 2022
For personal use only RESOLUTION 1: Financial Statements and Reports for Fiscal Year 2022 • To receive and consider the financial statements and the reports of the Board and external auditor for the fiscal year ended 31 March 2022 5
Slide 11: 1: Financial Statements and Reports for Fiscal Year 2022 – Voting
For personal use only RESOLUTION 1: Financial Statements and Reports for Fiscal Year 2022 PROXY RESULTS: Votes %* For 348,237,648 99.94 Against 26,247 0.01 Open** 164,154 0.05 Abstain 1,847,321 N/A Excluded 0 N/A * Percentages have been rounded 6 ** ‘Open’ means the proxy could vote on the resolutio
Slide 12: 2: Remuneration Report for Fiscal Year 2022
For personal use only RESOLUTION 2: Remuneration Report for Fiscal Year 2022 • To receive and consider the Remuneration Report of the Company for the fiscal year ended 31 March 2022 7
Slide 13: 2: Remuneration Report for Fiscal Year 2022 – Voting
For personal use only RESOLUTION 2: Remuneration Report for Fiscal Year 2022 PROXY RESULTS: Votes %* For 336,923,314 96.20 Against 13,129,547 3.75 Open** 161,977 0.05 Abstain 59,332 N/A Excluded 0 N/A * Percentages have been rounded 8 ** ‘Open’ means the proxy could vote on the resolution in their d
Slide 14: 3: Election/Re-election of Directors
For personal use only RESOLUTION 3: Election/Re-election of Directors a. That Peter John Davis be elected as a director b. That Aaron Erter be elected as a director c. That Anne Lloyd be re-elected as a director d. That Rada Rodriguez be re-elected as a director 9
Slide 15: 3(a): Election of Director – Peter John Davis
For personal use only RESOLUTION 3(a): Election of Director – Peter John Davis PROXY RESULTS: Votes %* For 348,845,724 99.62 Against 1,143,353 0.33 Open** 165,831 0.05 Abstain 120,462 N/A Excluded 0 N/A * Percentages have been rounded 10 ** ‘Open’ means the proxy could vote on the resolution in thei
Slide 16: 3(b): Election of Director – Aaron Erter
For personal use only RESOLUTION 3(b): Election of Director – Aaron Erter PROXY RESULTS: Votes %* For 349,474,464 99.81 Against 496,359 0.14 Open** 168,104 0.05 Abstain 136,443 N/A Excluded 0 N/A * Percentages have been rounded 11 ** ‘Open’ means the proxy could vote on the resolution in their discr
Slide 17: 3(c): Re-election of Director – Anne Lloyd
For personal use only RESOLUTION 3(c): Re-election of Director – Anne Lloyd PROXY RESULTS: Votes %* For 343,146,100 97.99 Against 6,846,676 1.96 Open** 174,113 0.05 Abstain 107,863 N/A Excluded 618 N/A * Percentages have been rounded 12 ** ‘Open’ means the proxy could vote on the resolution in their
Slide 18: 3(d): Re-election of Director – Rada Rodriguez
For personal use only RESOLUTION 3(d): Re-election of Director – Rada Rodriguez PROXY RESULTS: Votes %* For 345,271,922 98.60 Against 4,722,016 1.35 Open** 174,385 0.05 Abstain 107,047 N/A Excluded 0 N/A * Percentages have been rounded 13 ** ‘Open’ means the proxy could vote on the resolution in the
Slide 19: 4: 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 2023 14
Slide 20: 4: 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 349,262,919 99.74 Against 741,658 0.21 Open** 166,500 0.05 Abstain 104,293 N/A Excluded 0 N/A * Percentages have been rounded 15 ** ‘Open’ means the proxy could vote on the resolution
Slide 21: 5: Grant of Return on Capital Employed Restricted Stock Units
For personal use only RESOLUTION 5: Grant of Return on Capital Employed Restricted Stock Units • Approve the grant of Return on Capital Employed (ROCE) Restricted Stock Units (RSUs) under the terms of the restated 2006 LTIP to James Hardie’s Director and Chief Executive Officer, Aaron Erter 16
Slide 22: 5: Grant of ROCE Restricted Stock Units – Voting
For personal use only RESOLUTION 5: Grant of Return on Capital Employed Restricted Stock Units PROXY RESULTS: Votes %* For 325,213,530 92.88 Against 24,805,849 7.08 Open** 155,840 0.04 Abstain 100,151 N/A Excluded 0 N/A * Percentages have been rounded 17 ** ‘Open’ means the proxy could vote on the r
Slide 23: 6: Grant of Relative Total Shareholder Return RSUs
For personal use only RESOLUTION 6: Grant of Relative Total Shareholder Return RSUs • Approve the grant of Relative Total Shareholder Return (TSR) RSUs to James Hardie’s Director and Chief Executive Officer, Aaron Erter 18
Slide 24: 6: Grant of Relative TSR RSUs – Voting
For personal use only RESOLUTION 6: Grant of Relative TSR RSUs PROXY RESULTS: Votes %* For 325,192,387 92.87 Against 24,824,378 7.09 Open** 158,743 0.04 Abstain 99,862 N/A Excluded 0 N/A * Percentages have been rounded 19 ** ‘Open’ means the proxy could vote on the resolution in their discretion
Slide 25: 7: Grant of Options
For personal use only RESOLUTION 7: Grant of Options • Approve the grant of stock options over shares (Stock Options) under the restated 2001 Equity Incentive Plan to James Hardie’s Director and Chief Executive Officer, Aaron Erter 20
Slide 26: 7: Grant of Options – Voting
For personal use only RESOLUTION 7: Grant of Options PROXY RESULTS: Votes %* For 333,797,651 95.32 Against 16,246,885 4.64 Open** 154,093 0.04 Abstain 76,741 N/A Excluded 0 N/A * Percentages have been rounded 21 ** ‘Open’ means the proxy could vote on the resolution in their discretion
Slide 27: 8: Issue of shares under the 2020 Non-Executive Director Equity Plan
For personal use only RESOLUTION 8: Issue of shares under the James Hardie 2020 Non- Executive Director Equity Plan • Approval of the issue of shares to non-executive directors under the James Hardie 2020 Non-Executive Director Equity Plan 22
Slide 28: 8: Issue of shares under the 2020 Non-Executive Director Equity Plan – Voting
For personal use only RESOLUTION 8: Issue of shares under the James Hardie 2020 Non- Executive Director Equity Plan PROXY RESULTS: Votes %* For 339,678,297 97.02 Against 10,307,489 2.94 Open** 157,875 0.04 Abstain 115,257 N/A Excluded 14,598 N/A * Percentages have been rounded 23 ** ‘Open’ means the
Slide 29: Annual General Meeting – Other Items of Business
For personal use only ANNUAL GENERAL MEETING – OTHER ITEMS OF BUSINESS 24 Page 24
Slide 30: Annual General Meeting
For personal use only ANNUAL GENERAL MEETING
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