James Hardie Industries plc (JHX) Earnings Call Transcript & Summary

Good day, and welcome to the 2025 Annual General Meeting of James Hardie Industries plc. Please note that today's meeting is being recorded. [Operator Instructions]. To ensure the meeting proceeds in our respectful, orderly and efficient manner, all shareholders are required to adhere to the rules of conduct, which are available at the meeting venue and on the Investor Relations section of the James Hardie website. Shareholder questions will be only at the designated time. Each shareholder may ask up to 2 questions on a single topic per question. And all questions must strictly relate to the items on the agenda. Duplicate or substantially similar questions will be grouped and addressed together. All questions must be respectful, relevant and concise. The chair reserves the right to decline any question that is inappropriate, disruptive or outside the scope of the meeting. Media representatives are not permitted to ask questions during the meeting. Any media inquiries should be directed to [email protected] following the conclusion of this meeting. Thank you for your cooperation. I will now hand the meeting over to Ms. Anne Lloyd.

Hello. My name is Anne Lloyd, Chairperson of the Board of James Hardie Industries plc. Welcome to the company's 2025 Annual General Meeting. As the appointed time has arrived and the necessary quorum is present, I declare the meeting open. This year's AGM is being held at our corporate headquarters in Dublin, where I am attending in person. Before we begin, I would like to refer shareholders to the rules of procedure for this AGM, which has set out how the meeting will run. Copies of the rule procedures are available here in the room and on our website. I encourage all shareholders to review them carefully. Voting will be conducted by poll after each resolution is put to the meeting. Shareholders will have the opportunity to ask questions at the end of the meeting relating to the business of the company and the resolutions put to the meeting. Documents available for inspection include the minutes of the previous AGM, and statutory registers and materials referred to in the notice of meeting. These are available here in the room. Before we move to the business of the AGM, I would like to acknowledge that based on votes received by proxy in advance of the AGM, it appears that Resolution 2 on the remuneration report, Resolutions 3D to 3F inclusive on the reappointment of Rada Rodriquez, PJ Davis and I as Directors. Resolution 5 on the grant of return of capital employed restricted stock units to the CEO, and Resolution 8 on the increase to the maximum aggregate remuneration payable to nonexecutive directors will not receive sufficient support to be approved. However, we will confirm the final outcome following the conclusion of the meeting. While we are naturally disappointed by the anticipated outcome on certain resolutions, we remain confident that the board is acting in the best interest of shareholders and delivering strong strategic leadership. We will continue to engage constructively with shareholders, reflect on the feedback received and remain focused on executing our strategic growth plans, realizing the tremendous potential of our combination with ASIC and taking the right steps to drive long-term outperformance and shareholder value in the dynamic building products industry. Now to the business of the meeting. The agenda was included in the notice of meeting, and I will proceed on the basis that it is taken as read. There are 8 resolutions for consideration at this meeting with Resolution 3 comprised of Resolutions A to F, each of which will be considered separately. The Board believes they are all in the best interest of shareholders and has recommended voting in favor. The full text of each resolution is set out in the notice of meeting. Preliminary results were announced in advance of the commencement of the AGM and the final results on each resolution will be announced following the final tabulation of the results. Resolution 1 is to receive and consider the financial statements and reports for the year ended 31 March 2025 in accordance with the Irish Companies Act 2014. This resolution also involves a review by James Hardie shareholders of the affairs of the company. The full text of Resolution 1 is set out in the notice of meeting. Based on the proxy votes received prior to AGM, it appears that this resolution will be approved by shareholders. However, we will confirm the final outcome following the conclusion of the meeting. I now put Resolution 1 to the vote of the meeting as an ordinary resolution. We now move on to Resolution 2. This nonbuying resolution is to receive and consider the remuneration report for the year ended 31 March 2025. While not required under Irish U.S. or Australian law, we voluntarily produce a remuneration report to give greater transparency into our remuneration framework and outcomes. The remuneration report contains details of the company's remuneration framework, performance measures and outcomes for the year, and I will proceed on the basis that report is taken as read. The full text of the resolution 2 is set out in the notice of meeting. Based on the proxy votes received prior to the AGM, it appears that this resolution will not receive sufficient support to be approved. However, we will confirm the final outcome following the conclusion of the meeting. The Board and the people and remuneration committee will engage with shareholders to understand the feedback received and where appropriate, we will consider next steps and provide updates in due course. I now put Resolution 2 to a vote of the meeting as a nonbinding ordinary resolution. We will now move on to Resolutions 3A through 3F. These resolutions ask shareholders to consider the election or reelection of directors as applicable. Each will be put to a separate vote. The full text of Resolution 3A through F is set out in the notice of meeting. Gary Hendrickson, Jesse Singh and Howard Hecks were appointed by the Board following the merger with ASIC Company Inc. in July this year and are standing for election. PJ Davis, Rada Rodriguez and I are retiring by rotation and offering ourselves for reelection. Based on proxy votes received prior to the meeting, it appears that Howard Hecks, Gary Hendrickson and Jesse Singh have received shareholder support and are expected to be elected by shareholders. Conversely, it appears that Rada Rodriguez, PJ Davis and I have not secured sufficient support to be reelected. And if this position remains on final tabulation, we will each retire automatically at the conclusion of the AGM. We will confirm the final outcome following the conclusion of the meeting. The Board acknowledges the significance of these outcomes and will engage with shareholders to understand the feedback received. I now put each of Resolutions 3A through 3F to separate votes of the meeting as ordinary resolutions. We now move on to Resolution 4. This resolution asks shareholders to authorize the Board to fix the remuneration of the company's external auditors, Ernst & Young LLP, for the financial year ended 31 March 2025. The full text of Resolution 4 is set out in the notice of meeting. Based on the proxy votes received prior to the AGM, it appears that this resolution will be approved by shareholders. However, we will confirm the final outcome following the conclusion of the meeting. I now put Resolution 4 to a vote of the meeting as an ordinary resolution. We now move on to Resolution 5. This solution asks shareholders to prove the grant of return on capital employed restricted stock units to the CEO, Aaron Erter. The notice of meeting and remuneration report contains further detail on the structure and performance hurdles. The full text of Resolution 5 is set out in the notice of meeting. Based on the proxy votes received prior to the AGM, it appears that this resolution will not receive sufficient support to be approved. However, we will confirm the final outcome following the conclusion of the meeting. The Board and the people and remuneration committee will engage with shareholders to understand feedback received and where appropriate, consider next steps and provide updates in due course. I now put Resolution 5 to a vote of the meeting as an ordinary resolution. We now move on to Resolution 6. This resolution asks shareholders to approve the grant of relative total share return RSUs to CEO, Aaron Erter. The notice of meeting and our remuneration report contained a detailed explanation of relative TSR RSUs, their key terms and performance hurdles. The full text of Resolution 6 is set out in the notice of meeting. Based on the proxy votes received prior to the AGM, it appears that this resolution will be approved by shareholders. However, we will confirm the final outcome following the conclusion of the meeting. I now put resolution 6 to a vote of the meeting as an ordinary resolution. We now move on to Resolution 7. This resolution asks shareholders to approve the issue of securities for cash under the James Hardie 2020 Nonexecutive Director to plan, the NED equity plan for the next 3 years in accordance with the terms of the plan. The full text of the resolution 7 is set out in the notice of meeting. A copy of the NED equity plan is available on our website and at the back of the room in Dublin. Based on proxy votes received prior to the AGM, it appears that this resolution will be approved by shareholders. However, we will confirm the final outcome following the conclusion of the meeting. I now put Resolution 7 to a vote of the meeting as an ordinary resolution. We will now move on to Resolution 8. This resolution seeks shareholder approval to increase the maximum aggregate remuneration payable to nonexecutive directors by USD 1 million in aggregate per annum. The full text of Resolution 8 is set out in the notice of meeting. A copy of the NED equity plan is available on our website and at the back of the room in Dublin. Based on proxy votes received prior to the AGM, it appears that this resolution will not receive sufficient support to be approved However, we will confirm final outcome following the conclusion of the meeting. The Board and the people and remuneration committee will engage with shareholders to understand the feedback and where appropriate, we will consider next steps and provide updates in due course. I now put Resolution 8 to a vote of the meeting as an ordinary resolution. Now that all resolutions have been put to the meeting, let's move to questions and other business. We ask that questions remain focused on the business of the meeting and respects the views of all participants. Are there any questions or comments in relation to any of the resolutions put to the meeting?

[Operator Instructions] We are showing no telephone questions.

Thank you, operator. Can the company and Secretary inform me if there are any other items of business or proposals that have been properly made by shareholders or proxy holders of the company?

No, there are not.

Thank you. I note that in accordance with Irish law, Ernst & Young LLP are deemed to be reappointed as the company's external auditors until the conclusion of next year's AGM. I now declare the polls open. The voting cards will now be collected in the room when ready. Once the polls have closed, the votes will be verified under the scrutiny of the company's registrar, Computershare. The registrar will report the total of the votes cast for and against each resolutions as well as any extensions. The Board will take the outcome of each resolution seriously and will engage with shareholders to understand the feedback received. Where appropriate, we will consider next steps and provide updates in due course. Preliminary results were announced in advance of the commencement of the AGM and the final voting results will be announced to the Australian Securities Exchange and the U.S. Securities Exchange Commission once they are available. In closing, James Hardie has reached an important period in its history as we execute on our strategic growth plans and realize the tremendous potential of our combination with ASIC. With our comprehensive portfolio of leading exterior brands and a powerful manufacturing and support network, we are poised to drive long-term growth and success in the dynamic building products industry. The preliminary second quarter results we announced in October reflect the strong performance of our Deck, Rail & Accessories segment and our continued progress towards realizing substantial cost and revenue synergies from the ASIC integration. Looking ahead, we are focused on taking the right steps to drive shareholder value. At the same time, we recognize that we have more work to do to deliver on our promise to shareholders. Your duly elected Board is committed to holding both itself and the management team accountable as we execute our plans to drive outperformance over the long term. The Board thanks shareholders for their time during the extensive engagement that has taken place during the last several months. As many of you have asked me personally, the Board has considered various vote outcomes in determining the next chair of person and the reconstitution of Board committees. The duly elected Board of Directors will continue efforts to date and provide an update to you in due course. I personally want to thank our James Hardie shareholders for supporting our nominees, Howard Heck, Gary Hendrickson and Jesse Singh. Your support ensures a solid foundation for continued accountability for both Board and the management team. PJ Davis, Rada Rodriguez and I are honored to have served on the James Hardie Board. We have always acted in the long-term interest of all James Hardie stakeholders, shareholders, employees and customers alike. I particularly want to thank Rada and PJ for their insights and representations of our global markets in Europe and Australia. Their voices will be missed. That concludes our meeting for today. On behalf of the directors, I'd like to thank you for attending our Annual General Meeting and wish you -- those of you attending from the United States, Australia and the rest of the world, a good day or evening. Thank you, ladies and gentlemen. I declare the meeting closed.