James Hardie Industries Plc. · NYSE:JHX
James Hardie Industries — Shareholder Meeting (August 2023)
30 slides from James Hardie Industries's shareholder meeting presentation, Aug 3, 2023
Slide 1: Chairperson's Address to 2023 AGM and Presentation
James Hardie Industries plc 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland T: +353 (0) 1 411 6924 F: +353 (0) 1 479 1128 3 August 2023 The Manager Company Announcements Office For personal use only Australian Securities Exchange Limited 20 Bridge Street SYDNEY NS
Slide 2: Chairperson's Address
Chairperson’s Address Address to the 2023 Annual General Meeting Anne Lloyd, Chairperson, James Hardie Industries plc Welcome to James Hardie Industries plc’s 2023 Annual General Meeting (AGM), our fourteenth AGM to be held in Dublin. As we closed out our fiscal year 2023, there’s one word on my min
Slide 3: Chairperson's Address
Chairperson’s Address We have the right strategy and people in place across all 3 regions in which we operate to continue to deliver long term sustainable growth. Importantly, we have the right strategic initiatives in place to execute on our opportunities that will propel growth. These initiatives
Slide 4: Forward-Looking Statements
Chairperson’s Address Forward-Looking Statements This Chairman’s Address contains forward-looking statements and information that are necessarily subject to risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of James Hardie to be materially
Slide 5: Annual General Meeting
For personal use only ANNUAL GENERAL MEETING 3 August 2023 (New York and Dublin) / 4 August 2023 (Sydney)
Slide 6: Cautionary Note on Forward-Looking Statements
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS For personal use only 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 7: Annual General Meeting – Chairperson's Address
For personal use only ANNUAL GENERAL MEETING – CHAIRPERSON’S ADDRESS Anne Lloyd, Chairperson 3 Contents are confidential and subject to disclosure and insider trading considerations
Slide 8: Annual General Meeting – Items of Business
• Xxx For personal use only • Xxx ANNUAL GENERAL MEETING – ITEMS OF BUSINESS* *Shareholders should refer to the Notice of Annual General Meeting 2023 for the full text and background to each resolution set forth in the presentation
Slide 9: Financial Statements and Reports for Fiscal Year 2023
For personal use only RESOLUTION 1: Financial Statements and Reports for Fiscal Year 2023 • To receive and consider the financial statements and the reports of the Board and external auditor for the fiscal year ended 31 March 2023 5
Slide 10: Financial Statements and Reports for Fiscal Year 2023 – Results
For personal use only RESOLUTION 1: Financial Statements and Reports for Fiscal Year 2023 PROXY RESULTS: Votes %* For 337,080,190 99.90 Against 28,280 0.01 Open** 313,382 0.09 Abstain 3,571,138 N/A Excluded 0 N/A * Percentages have been rounded 6 ** ‘Open’ means the proxy could vote on the resolutio
Slide 11: Remuneration Report for Fiscal Year 2023
For personal use only RESOLUTION 2: Remuneration Report for Fiscal Year 2023 • To receive and consider the Remuneration Report of the Company for the fiscal year ended 31 March 2023 7
Slide 12: Remuneration Report – Voting Results
For personal use only RESOLUTION 2: Remuneration Report for Fiscal Year 2023 PROXY RESULTS: Votes %* For 301,207,013 88.83 Against 37,570,843 11.08 Open** 307,022 0.09 Abstain 1,908,111 N/A Excluded 0 N/A * Percentages have been rounded 8 ** ‘Open’ means the proxy could vote on the resolution in the
Slide 13: Election/Re-election of Directors
For personal use only RESOLUTION 3: Election/Re-election of Directors a. That Renee Peterson be elected as a director b. That Nigel Stein be elected as a director c. That Harold Wiens be re-elected as a director 9
Slide 14: Election of Director – Renee Peterson
For personal use only RESOLUTION 3(a): Election of Director – Renee Peterson PROXY RESULTS: Votes %* For 340,314,092 99.85 Against 205,996 0.06 Open** 320,125 0.09 Abstain 152,775 N/A Excluded 0 N/A * Percentages have been rounded 10 ** ‘Open’ means the proxy could vote on the resolution in their di
Slide 15: Election of Director – Nigel Stein
For personal use only RESOLUTION 3(b): Election of Director – Nigel Stein PROXY RESULTS: Votes %* For 296,910,511 87.11 Against 43,615,374 12.80 Open** 313,779 0.09 Abstain 153,323 N/A Excluded 0 N/A * Percentages have been rounded 11 ** ‘Open’ means the proxy could vote on the resolution in their d
Slide 16: Re-election of Director – Harold Wiens
For personal use only RESOLUTION 3(c): Re-election of Director – Harold Wiens PROXY RESULTS: Votes %* For 339,608,942 99.64 Against 908,343 0.27 Open** 325,778 0.09 Abstain 149,923 N/A Excluded 0 N/A * Percentages have been rounded 12 ** ‘Open’ means the proxy could vote on the resolution in their d
Slide 17: 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 2024 13
Slide 18: Auditor's Remuneration – Voting Results
For personal use only RESOLUTION 4: Authority to Fix the External Auditor’s Remuneration PROXY RESULTS: Votes %* For 338,971,061 99.45 Against 1,555,367 0.46 Open** 317,377 0.09 Abstain 149,180 N/A Excluded 0 N/A * Percentages have been rounded 14 ** ‘Open’ means the proxy could vote on the resoluti
Slide 19: Grant of ROCE 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 15
Slide 20: ROCE RSUs – Voting Results
For personal use only RESOLUTION 5: Grant of Return on Capital Employed Restricted Stock Units PROXY RESULTS: Votes %* For 305,408,294 89.59 Against 35,164,299 10.32 Open** 313,849 0.09 Abstain 106,542 N/A Excluded 0 N/A * Percentages have been rounded 16 ** ‘Open’ means the proxy could vote on the
Slide 21: 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 17
Slide 22: Relative TSR RSUs – Voting Results
For personal use only RESOLUTION 6: Grant of Relative TSR RSUs PROXY RESULTS: Votes %* For 312,802,357 91.76 Against 27,770,236 8.15 Open** 313,848 0.09 Abstain 106,542 N/A Excluded 0 N/A * Percentages have been rounded 18 ** ‘Open’ means the proxy could vote on the resolution in their discretion
Slide 23: Renewal of 2020 Non-Executive Director Equity Plan
For personal use only RESOLUTION 7: Renewal of the James Hardie 2020 Non-Executive Director Equity Plan and Issue of Shares thereunder • Renewal and approval of the James Hardie 2020 Non- Executive Director Equity Plan (Plan) and the issue of shares to non-executive directors under the Plan. 19
Slide 24: Non-Executive Director Equity Plan – Voting Results
For personal use only RESOLUTION 7: Renewal of the James Hardie 2020 Non-Executive Director Equity Plan and Issue of Shares thereunder PROXY RESULTS: Votes %* For 330,304,355 96.89 Against 10,288,060 3.02 Open** 307,012 0.09 Abstain 93,555 N/A Excluded 0 N/A * Percentages have been rounded 20 ** ‘Op
Slide 25: Renewal of Authority to Allot and Issue Shares
For personal use only RESOLUTION 8: Renewal of authority for directors to allot and issue James Hardie shares • Approval of the renewal of the Board’s authority to allot and issue shares for an additional period, commencing upon the expiry of the current authority on 7 August 2024 and expiring on 7
Slide 26: Authority to Allot Shares – Voting Results
For personal use only RESOLUTION 8: Renewal of authority for directors to allot and issue James Hardie shares PROXY RESULTS: Votes %* For 319,685,107 93.78 Against 20,901,600 6.13 Open** 313,956 0.09 Abstain 92,318 N/A Excluded 0 N/A * Percentages have been rounded 22 ** ‘Open’ means the proxy could
Slide 27: Renewal of Authority to Issue Shares for Cash
For personal use only RESOLUTION 9: Renewal of authority for directors to issue James Hardie shares for cash without first offering shares to existing shareholders • Approval of the renewal of the Board’s authority to issue shares for cash consideration without first offering them to existing shareh
Slide 28: Issue Shares for Cash – Voting Results
For personal use only RESOLUTION 9: Renewal of authority for directors to issue James Hardie shares for cash without first offering shares to existing shareholders PROXY RESULTS: Votes %* For 317,126,294 93.03 Against 23,468,443 6.88 Open** 307,012 0.09 Abstain 91,231 N/A Excluded 0 N/A * Percentage
Slide 29: Annual General Meeting – Other Items of Business
For personal use only ANNUAL GENERAL MEETING – OTHER ITEMS OF BUSINESS 25 Page 25
Slide 30: Annual General Meeting
For personal use only ANNUAL GENERAL MEETING
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