Current Report · Items 3.03, 5.03, 5.07, 9.01 · 8-K
James Hardie Industries PLC
Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders
Item 3.03 - Material Modification to Rights of Security Holders. The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
Company context
James Hardie Industries plc is the world’s #1 producer and marketer of high-performance fiber cement, and in Europe, fiber gypsum building solutions. James Hardie markets its fiber cement products and systems under the Hardie™ brand, such as Hardie® Plank, Hardie® Panel, Hardie® Trim, Hardie® Backer, Hardie® Artisan Siding, Hardie™ Architectural Collection. James Hardie is also a market leader in the European premium timber frame and dry lining business.
Current securities
Disclosure sections
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03 - Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 - Amendments or Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting (as defined below), upon the recommendation of the Board of Directors, the shareholders of the Company approved amendments to Articles 109(a) and 110 of the Company’s Articles of Association to remove the current exclusion of the Chief Executive Officer from the classified Board provisions, so that those provisions apply consistently to all Directors. The amendments also provide that the Directors will, by majority vote, designate the class to which any Director serving as Chief Executive Officer is assigned, and that the maximum three-year re-election period in Article 110 will run from the date of that designation. The amended Articles of Association are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 - Submission of Matters to a Vote of Security Holders.
On August 20, 2026, the Company held its annual general meeting of shareholders. Set forth below are the voting results for each of the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting.
Proposal No. 1: Election and Re-election of Directors
The Company’s shareholders elected, by the votes indicated below, Nigel Stein, Renee Peterson, and Rob Sindel to serve on the Company’s Board of Directors for a three-year term expiring at the Company’s annual meeting in 2029, and until their successors are duly elected and qualified.
Director Nominee Votes For Votes Withheld Abstained
────────────────────────────────────────────────────────────────────────
Nigel Stein 343,761,148 64,906,381 50,047
Renee Peterson 358,386,723 50,254,742 76,111
Rob Sindel 404,502,327 4,160,273 54,976
Proposal No. 2: Advisory Vote on the Frequency of Future Advisory Votes to Approve Compensation of Named Executive Officers
The Company’s shareholders have recommended that the Company hold advisory votes to approve executive compensation each year based on the following votes received.
One Year Two Years Three Years Abstained
──────────────────────────────────────────────────────────────
403,012,867 50,536 5,462,710 188,174
In light of these voting results, the Company plans to hold future advisory votes to approve executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors otherwise determines that a different frequency is in the best interests of the Company and its shareholders.
Proposal No. 3: Advisory Resolution on Approving the Compensation of our Named Executive Officers (Say-on-Pay)
The Company’s shareholders approved, by the votes indicated below, the Company’s executive compensation.
Votes For Votes Against Abstentions
───────────────────────────────────────────────────
393,745,224 14,919,405 43,947
Proposal No. 4: CEO Equity Grant
The Company’s shareholders approved, on a binding basis, and by the votes indicated below, the grant of stock-based awards to the Company's CEO on the terms set forth on the Company's 2026 Proxy Statement.
Votes For Votes Against Abstentions
───────────────────────────────────────────────────
327,143,567 81,522,631 51,378
Proposal No. 5: Issue of Securities under the James Hardie 2020 Non-Executive Director Equity
Votes For Votes Against Abstentions
───────────────────────────────────────────────────
407,223,648 608,579 885,549
Proposal No. 6: Increase to Non-Executive Director Fee Pool
The Company’s shareholders approved, by the votes indicated below, an increase of the maximum aggregate compensation payable to the Company's non-executive directors by $700,000 per annum to an maximum aggregate amount of $4,500,000 per annum.
Votes For Votes Against Abstentions
───────────────────────────────────────────────────
308,691,873 88,287,929 2,904,260
Proposal No. 7: Approval of Financial Statements and Reports for Fiscal Year 2026
The Company’s shareholders received and approved, by the votes indicated below, the financial statements and the reports of the Board and the Company’s external auditor, EY, for the fiscal year ended March 31, 2026.
Votes For Votes Against Abstentions
───────────────────────────────────────────────────
408,062,784 42,823 612,169
Proposals Nos. 8A and 8B: Ratification of Appointment of the External Auditor and Authority to Fix the External Auditor’s Compensation
The proposal to ratify the appointment of EY as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027, and to provide authority to the Board, on a binding basis, to fix the external auditor’s compensation for the fiscal year ending March 31, 2027, was approved by the votes indicated below.
Proposal 8(A)
Votes For Votes Against Abstentions
───────────────────────────────────────────────────
403,510,520 5,133,663 73,593
Proposal 8(B)
Votes For Votes Against Abstentions
───────────────────────────────────────────────────
407,650,781 145,214 921,781
Proposal No. 9: Approval of Amendments to the Company’s Articles of Association to Apply the Classified Board Provisions Consistently to All Directors
The Company’s shareholders approved, by the votes indicated below, amendments to Articles 109(a) and 110 of the Company's Articles of Association to remove the current exclusion of the Chief Executive Officer from the classified Board
provisions, and to provide that the Directors will, by majority vote, designate the class to which any Director serving as Chief Executive Officer is assigned, and that the maximum three-year re-election period in Article 110 will run from the date of that designation.
Votes For Votes Against Abstentions
───────────────────────────────────────────────────
397,682,217 10,961,458 74,101