Crh Public Ltd Co

1. 1

   Re-election of Directors

   ManagementBoard: FOR

   By separate resolutions, re-elect each of the 12 director nominees to serve until the 2027 AGM.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation (‘Say-on-Pay’

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company's NEOs for 2025 as disclosed in the proxy statement.

   More detail

   CRH seeks an advisory, non-binding shareholder approval of 2025 executive compensation as disclosed in the CD&A. Management argues compensation is structured to align executives’ interests with shareholders via share-based long-term incentives, rigorous targets, and pay-for-performance features; the Compensation Committee will consider the vote when making future decisions though the outcome is not binding. The proposal provides investors a mechanism to signal support or concern about pay levels, incentive design, and linkage to performance; given CRH’s recent shift to align with U.S. market practices (including updated peer group and share ownership guidelines) and significant executive transition in 2025 (new CEO and CFO), this advisory vote functions as a governance feedback tool. The Board recommends approval because it believes the disclosed programs properly incentivize management, have robust governance (clawbacks, anti-hedging, share ownership guidelines) and reflected strong 2025 performance. Investors should weigh the program’s pay mix, the use of performance metrics (cash flow, RONA, EPS, sustainability measures) and recent one-time retention awards given management changes when assessing the proposal.

3. 3

   Ratification of Appointment of Deloitte & Touche LLP as Auditor and Authority to Set Auditor Compensation

   ManagementBoard: FOR

   a) Non-binding ratification of Deloitte U.S. as independent registered public accounting firm for 2026; (b) authorize Audit Committee to fix the auditor compensation.

4. 4

   Renewal of the Annual Authority of the Board to Issue Shares

   ManagementBoard: FOR

   Renew shareholder authority to permit the Board to allot relevant securities up to approximately 20% of issued Ordinary Shares.

   More detail

   Proposal asks shareholders to renew an ordinary resolution authorizing the Board to allot up to ~20% of issued Ordinary Shares through November 6, 2027. Management seeks the authority as a routine corporate governance mechanism under Irish law to preserve flexibility to issue shares for acquisitions, capital raising and equity compensation. The Board indicates no current intent to use the authority except for equity compensation plans. This is consistent with NYSE and U.S. capital markets practice and is designed to avoid delays in pursuing strategic transactions. Key governance considerations for investors include the 20% cap (standard), limits on anti-dilution protection for existing shareholders, and the Board’s commitment to seek shareholder approval for allotments above 20%. Investors evaluating the proposal should weigh the benefit of strategic agility against potential dilution and monitor any future use of this authority for material capital issuance.

5. 5

   Renewal of the Annual Authority of the Board to Issue Shares for Cash without first Offering Shares to Existing Shareholders

   ManagementBoard: FOR

   Renew special authority to disapply pre-emption rights for cash issues up to 20% of issued Ordinary Shares (with rights issues treated separately).

   More detail

   This special resolution seeks shareholder approval to permit the Board to issue shares for cash without first offering them pro rata to existing shareholders, up to 20% of issued capital and subject to the cap in Proposal 4. Management seeks this disapplication to align with market practice and ensure rapid execution of strategic or compensation-related issuances. The proposal preserves rights issues as a separate route and includes customary expiry and ratchet provisions. Analysts should consider the standard nature of the proposal but also monitor future use for dilutive financing versus limited use for employee equity plans and M&A transactions — particularly given CRH’s active M&A program and stated capital deployment priorities.

6. 6

   Renewal of the Annual Authority of the Board to Make Market Repurchases and Overseas Market Repurchases of the Company’s Issued Ordinary Shares

   ManagementBoard: FOR

   Renew ordinary resolution authorizing the Company and subsidiaries to repurchase up to 10% of issued Ordinary Shares, setting minimum and maximum prices.

   More detail

   Management asks shareholders to renew a standard buyback authorization enabling repurchases up to 10% of issued shares with customary price limits and expiry. The Board argues it supports returning cash to shareholders and provides flexibility in execution, including overseas market buybacks. The resolution is routine for Irish companies and aligns with CRH’s stated capital allocation priorities (dividends and buybacks). Investors should note the stated intention to use redemption mechanisms historically and the Board’s discretion to execute repurchases, which can be value-accretive but may also reduce free float and affect liquidity.

7. 7

   Renewal of the Annual Authority to Re-Issue Treasury Shares and Determine Price Range

   ManagementBoard: FOR

   Renew special authority specifying the minimum and maximum prices (95%–120% of market price, with nominal value exceptions) for re-issuing treasury shares.

   More detail

   Routine special resolution to set permissible price bands for re-issuing treasury shares (95%–120% of market price, with nominal-value exception for compensation obligations). Management seeks to preserve operational flexibility to re-issue treasury shares in support of compensation, capital management and M&A activity while complying with Irish statutory requirements. For investors, the resolution is standard; governance focus should be on ensuring re-issuance is used judiciously and aligned with shareholder value creation.

8. 8

   Approval of the Schemes of Arrangement to Cancel the Preference Shares and Granting Authority to the Directors to Give Effect to the Schemes

   ManagementBoard: FOR

   Approve the schemes of arrangement to cancel 5% and 7% Preference Shares and authorize directors to implement them, subject to scheme meeting approvals and court sanction.

   More detail

   Proposal 8 requests ordinary shareholder approval for the two Schemes of Arrangement to cancel CRH’s 5% and 7% preference shares and grants the Board authority to implement them if the Schemes are approved by the applicable Preference Share classes and sanctioned by the Irish High Court. Management’s rationale centers on capital structure simplification, regulatory and administrative cost reduction, and providing illiquid Preference Shareholders an opportunity to monetize holdings at a meaningful premium to nominal value; full details and conditions are set out in Annexes B and C. The Schemes are interlinked with other resolutions (capital reduction, articles amendments and variation of authorized capital) and require multiple approvals: the Scheme Meetings of preference shareholders (75% by value), the AGM approvals (Proposals 8–11), and Irish High Court sanction and registration. For analysts, key considerations include the adequacy of the cancellation consideration (40x annual dividend, giving €2.54 per 5% share and €3.556 per 7% share), the limited economic impact on ordinary shareholders (preference shares represent a small nominal portion of capital), and the legal and timing risks inherent in court-sanctioned schemes. The board uniformly recommends approval based on expected efficiencies and fairness to preference holders.

9. 9

   Approval of the Proposed Cancellation of the Preference Shares (Capital Reduction

   ManagementBoard: FOR

   Special resolution to approve the reduction of capital to cancel the Preference Shares and effect payment of cancellation consideration (requires Ordinary Shareholder and 7% Preference Shareholder approval for capital reduction).

   More detail

   Proposal 9 seeks a special resolution to effect the required capital reduction to cancel each class of Preference Shares, enabling payment of the Cancellation Consideration. It is conditional on Scheme approvals, High Court sanction and registration. For the 5% shares, the proposal reduces capital by €63,500 (nominal value) and pays €2.54 per share; for the 7% shares, it reduces capital by €1,107,440 and pays €3.556 per share. The resolutions require different majorities (75% for special resolution) and the 7% Preference Shareholders vote with Ordinary Shareholders for Proposal 9. Management’s rationale reiterates simplification, regulatory relief, and offering liquidity to preference holders. Analysts should note the small absolute cash outlay relative to the company’s balance sheet, the premium over nominal value, and the fact that the schemes and capital reduction are only effective upon court confirmation and registration.

10. 10

    Approval of the Variation to the Company’s Authorized Share Capital by the Removal of the Cancelled Preference Shares

    ManagementBoard: FOR

    Ordinary resolution to vary CRH’s authorized share capital by removing the cancelled class(es) of Preference Shares from authorized capital if cancellations occur.

    More detail

    Proposal 10 asks Ordinary Shareholders to approve amending the company’s authorized share capital by removing cancelled preference classes if the relevant Scheme becomes effective. This is a standard housekeeping step required by Irish law to align the authorized capital with the post-cancellation capital structure; it is conditional on the Schemes being implemented. It does not affect issued or outstanding Ordinary Shares and is administrative in nature, but important to ensure legal consistency after cancellation.

11. 11

    Approval of Certain Amendments to the Company’s Articles to Remove References to any Class(es) of Preference Shares Cancelled

    ManagementBoard: FOR

    Special resolution to amend the Articles to delete references to any class(es) of Preference Shares cancelled under the Schemes and add new Article 16 to implement the cancellations.

    More detail

    Proposal 11 requests special shareholder approval to amend the Articles of Association to remove clauses referencing any preference classes cancelled under the Schemes and to insert a new Article 16 to facilitate implementation of the Schemes (including authority for directors to appoint an attorney to implement the Schemes and provisions binding subsequent issuances/transfers after the voting record time). The changes are conditional on the relevant Schemes becoming effective and reflect standard post-cancellation housekeeping that aligns constitutional documents with the company’s capital structure. Shareholders should review Annex D for exact textual changes; the Board recommends approval to ensure legal clarity and effective implementation if the Schemes proceed.

12. 12

    Approval of an Amendment to the Articles to Delete a Provision Regarding Qualification Shareholding Requirement for Directors

    ManagementBoard: FOR

    Special resolution to amend the Articles to delete Article 87, which requires directors to hold 1,000 Ordinary Shares, aligning with updated share ownership guidelines.

    More detail

    Management proposes to delete Article 87 from the Articles of Association, which currently requires directors to hold 1,000 Ordinary Shares, as redundant given the Company’s enhanced share ownership guidelines effective January 1, 2025 (which set higher director ownership expectations and apply to non-management directors). The change aligns the Articles with U.S. market practice and removes an unnecessary parallel requirement. This is a governance modernization step; shareholders are asked to approve the amendment as a special resolution (75% threshold). The Board argues the revised guidelines and equity retainer provide stronger alignment than the nominal qualification requirement and that deletion reduces duplication and potential confusion.

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When is the Crh Public Ltd Co 2026 annual meeting?

Crh Public Ltd Co (CRH) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Crh Public Ltd Co 2026 meeting?

The record date for the Crh Public Ltd Co 2026 meeting is Wednesday, March 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Crh Public Ltd Co's 2026 meeting?

The board is presenting 12 director nominees at the Crh Public Ltd Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Crh Public Ltd Co 2026 meeting?

Shareholders will vote on 12 proposals at the Crh Public Ltd Co 2026 meeting, each tagged with who proposed it and the board's recommendation.