James Hardie Industries Plc. · NYSE:JHX
James Hardie Industries — Shareholder Meeting (August 2019)
28 slides from James Hardie Industries's shareholder meeting presentation, Aug 9, 2019
Slide 1: Annual General Meeting
For personal use only ANNUAL GENERAL MEETING 9 August 2019
Slide 2: Cautionary Note on Forward-Looking Statements
2019 Annual General Meeting CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This Management Presentation contains forward-looking statements. James Hardie Industries plc (the “Company”) may from time to time make forward-looking statements in its periodic reports filed with or furnished to the Securit
Slide 3: Cautionary Note on Forward-Looking Statements (continued)
2019 Annual General Meeting CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS (continued) For personal use only Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “aim,” “will,” “should,” “likely,” “continue,” “may,” “o
Slide 4: Chairman's Address – Michael Hammes
For personal use only CHAIRMAN’S ADDRESS – MICHAEL HAMMES Contents are confidential and subject to disclosure and insider trading considerations
Slide 5: Annual General Meeting – Items of Business
For personal use only • Xxx • Xxx ANNUAL GENERAL MEETING – ITEMS OF BUSINESS* *Shareholders should refer to the 2019 Notice of Annual General Meeting for the full text and background to each resolution set forth in the presentation
Slide 6: Resolution 1: Financial Statements and Reports for Fiscal Year 2019
2019 Annual General Meeting For personal use only RESOLUTION 1: Financial Statements and Reports for Fiscal Year 2019 • To receive and consider the financial statements and the reports of the Board and external auditor for the fiscal year ended 31 March 2019 Page 6
Slide 7: Resolution 1: Financial Statements and Reports for Fiscal Year 2019 – Votes
2019 Annual General Meeting For personal use only RESOLUTION 1: Financial Statements and Reports for Fiscal Year 2019 PROXY RESULTS: Votes %* For 347,340,648 99.92 Against 224,203 0.06 Open 77,812 0.02 Abstain 2,950,560 N/A Excluded 0 N/A * Percentages have been rounded Page 7
Slide 8: Resolution 2: Remuneration Report for Fiscal Year 2019
2019 Annual General Meeting For personal use only RESOLUTION 2: Remuneration Report for Fiscal Year 2019 • To receive and consider the Remuneration Report of the Company for the fiscal year ended 31 March 2019 Page 8
Slide 9: Resolution 2: Remuneration Report – Votes
2019 Annual General Meeting For personal use only RESOLUTION 2: Remuneration Report for Fiscal Year 2019 PROXY RESULTS: Votes %* For 332,658,179 98.15 Against 6,198,440 1.83 Open 77,812 0.02 Abstain 11,658,792 N/A Excluded 0 N/A * Percentages have been rounded Page 9
Slide 10: Resolution 3: Election/Re-election of Directors
2019 Annual General Meeting For personal use only RESOLUTION 3: Election/Re-election of Directors a. That Anne Lloyd be elected as a director b. That Rada Rodriguez be elected as a director c. That Dr Jack Truong be elected as a director d. That David Harrison, who retires by rotation in accordance
Slide 11: Resolution 3(a): Election of Director – Anne Lloyd
2019 Annual General Meeting For personal use only RESOLUTION 3(a): Election of Director – Anne Lloyd PROXY RESULTS: Votes %* For 349,148,219 99.76 Against 754,443 0.22 Open 77,812 0.02 Abstain 612,749 N/A Excluded 0 N/A * Percentages have been rounded Page 11
Slide 12: Resolution 3(b): Election of Director – Rada Rodriguez
2019 Annual General Meeting For personal use only RESOLUTION 3(b): Election of Director – Rada Rodriguez PROXY RESULTS: Votes %* For 349,783,671 99.95 Against 118,126 0.03 Open 77,812 0.02 Abstain 613,614 N/A Excluded 0 N/A * Percentages have been rounded Page 12
Slide 13: Resolution 3(c): Election of Director – Dr Jack Truong
2019 Annual General Meeting For personal use only RESOLUTION 3(c): Election of Director – Dr Jack Truong PROXY RESULTS: Votes %* For 349,783,413 99.95 Against 117,154 0.03 Open 77,812 0.02 Abstain 614,844 N/A Excluded 0 N/A * Percentages have been rounded Page 13
Slide 14: Resolution 3(d): Re-election of Director – David Harrison
2019 Annual General Meeting For personal use only RESOLUTION 3(d): Re-election of Director – David Harrison PROXY RESULTS: Votes %* For 347,234,598 99.22 Against 2,645,940 0.76 Open 77,812 0.02 Abstain 634,873 N/A Excluded 0 N/A * Percentages have been rounded Page 14
Slide 15: Resolution 4: Authority to Fix the External Auditor's Remuneration
2019 Annual General Meeting 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 2020 Page 15
Slide 16: Resolution 4: Auditor's Remuneration – Votes
2019 Annual General Meeting For personal use only RESOLUTION 4: Authority to Fix the External Auditor’s Remuneration PROXY RESULTS: Votes %* For 349,649,870 99.91 Against 258,839 0.07 Open 77,812 0.02 Abstain 606,702 N/A Excluded 0 N/A * Percentages have been rounded Page 16
Slide 17: Resolution 5: Increase Non-Executive Director Fee Pool
2019 Annual General Meeting For personal use only RESOLUTION 5: Increase Non-Executive Director Fee Pool • Approval to increase the maximum aggregate remuneration payable to non-executive directors by US$1.0million per annum, from the current maximum aggregate amount of US$2.8million per annum to an
Slide 18: Resolution 5: Director Fee Pool – Votes
2019 Annual General Meeting For personal use only RESOLUTION 5: Increase Non-Executive Director Fee Pool PROXY RESULTS: Votes %* For 343,724,585 99.79 Against 659,032 0.19 Open 76,226 0.02 Abstain 6,081,623 N/A Excluded 51,757 N/A * Percentages have been rounded Page 18
Slide 19: Resolution 6: Grant of FY2020 ROCE Restricted Stock Units
2019 Annual General Meeting For personal use only RESOLUTION 6: Grant of Fiscal Year 2020 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 Exe
Slide 20: Resolution 6: ROCE RSUs – Votes
2019 Annual General Meeting For personal use only RESOLUTION 6: Grant of Fiscal Year 2020 Return on Capital Employed Restricted Stock Units PROXY RESULTS: Votes %* For 337,165,261 96.32 Against 12,812,136 3.66 Open 76,426 0.02 Abstain 539,400 N/A Excluded 0 N/A * Percentages have been rounded Page 2
Slide 21: Resolution 7: Grant of FY2020 Relative TSR RSUs
2019 Annual General Meeting For personal use only RESOLUTION 7: Grant of Fiscal Year 2020 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 2020 Page 21
Slide 22: Resolution 7: Relative TSR RSUs – Votes
2019 Annual General Meeting For personal use only RESOLUTION 7: Grant of Fiscal Year 2020 Relative Total Shareholder Return RSUs PROXY RESULTS: Votes %* For 335,003,514 95.70 Against 14,977,821 4.28 Open 76,426 0.02 Abstain 535,462 N/A Excluded 0 N/A * Percentages have been rounded Page 22
Slide 23: Resolution 8: Supplemental Grant of FY2019 ROCE and Relative TSR RSUs
2019 Annual General Meeting For personal use only RESOLUTION 8: Supplemental Grant of Fiscal Year 2019 of ROCE RSUs and Relative TSR RSUs • Approve a supplemental grant under the 2006 LTIP (as amended) of ROCE RSUs and Relative TSR RSUs to James Hardie’s Director and Chief Executive Officer, Dr Jack
Slide 24: Resolution 8: Supplemental Grant – Votes
2019 Annual General Meeting For personal use only RESOLUTION 8: Supplemental Grant of Fiscal Year 2019 of ROCE RSUs and Relative TSR RSUs PROXY RESULTS: Votes %* For 334,978,299 95.70 Against 14,993,285 4.28 Open 76,226 0.02 Abstain 545,413 N/A Excluded 0 N/A * Percentages have been rounded Page 24
Slide 25: Resolution 9: Renewal of Authority to Allot and Issue Shares
2019 Annual General Meeting For personal use only RESOLUTION 9: Renewal of Authority for Directors to Allot and Issue James Hardie Shares • Approve 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 14 Augus
Slide 26: Resolution 9: Authority to Allot and Issue Shares – Votes
2019 Annual General Meeting For personal use only RESOLUTION 9: Renewal of Authority for Directors to Allot and Issue James Hardie Shares PROXY RESULTS: Votes %* For 339,980,316 97.14 Against 9,949,183 2.84 Open 76,426 0.02 Abstain 587,298 N/A Excluded 0 N/A * Percentages have been rounded Page 26
Slide 27: Other Items of Business
For personal use only OTHER ITEMS OF BUSINESS Page 27
Slide 28: Annual General Meeting
For personal use only ANNUAL GENERAL MEETING 9 August 2019
James Hardie Industries — Shareholder Meeting (August 2019) on 6ix