James Hardie Industries PLC

1. 1

   Election and Re-Election of Directors

   ManagementBoard: FOR

   Election/re-election of Nigel Stein, Renee Peterson, and Rob Sindel as directors (separate ordinary resolutions).

2. 2

   Advisory Resolution on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory choice among holding say-on-pay votes every one, two, or three years; Board recommends one year.

   More detail

   The proposal asks shareholders to select, on an advisory and non-binding basis, whether future advisory votes on NEO compensation should occur every one, two, or three years. Management favors annual votes and explains that annual disclosure makes yearly feedback most useful for aligning pay policies and responding to investor concerns promptly. While non-binding, the Board will consider substantial shareholder preference. The vote affects how frequently shareholders can express views on compensation but does not change the underlying compensation policies or reporting obligations; the Board retains discretion. The recommendation for annual votes reflects the Company’s recent governance review and ongoing shareholder engagement following the prior year’s contested remuneration vote.

3. 3

   Advisory Resolution on Approving the Compensation of our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of FY2026 compensation for named executive officers as disclosed in the proxy (CD&A, tables, narrative).

   More detail

   This advisory (non-binding) say-on-pay proposal asks shareholders to approve the Company’s FY2026 executive compensation disclosure and practices. Management argues the FY26 program was pay-for-performance, included significant performance-based incentives, and that the People & Compensation Committee exercised negative discretion where appropriate; it also points to substantial post-2025 shareholder engagement and a redesigned FY27 program responsive to investor concerns. Shareholders rejected the 2025 remuneration report, prompting changes including reduced cash LTI exposure, lower maximum payout caps, simplified metrics and added options and RSUs for FY27. A ‘for’ vote supports the Board’s approach and signal of alignment; a ‘against’ vote could require further engagement or changes, but the vote is advisory only.

4. 4

   CEO Equity Grant

   ManagementBoard: FOR

   Ordinary resolution to approve grant of PRSUs, RSUs, and stock options to CEO Aaron Erter under the 2006 LTIP and 2001 LTIP with specified limits, metrics and vesting terms.

   More detail

   Proposal 4 seeks shareholder approval under ASX Listing Rule 10.14 for the CEO’s FY27 long-term incentive package consisting of PRSUs (60%), RSUs (25%) and stock options (15%) with a $6.1 million target value. The proposal asks shareholders to authorize the maximum number of units calculated using the Company’s June 15, 2026 share price and Black-Scholes assumptions. The PRSUs vest based on three-year performance metrics (Adjusted EBITDA growth, Relative TSR against Capital Goods & Materials peers, and Adjusted ROIC) with measurement over each year and average outcomes; RSUs and options vest over three years with time-based vesting. Management argues this mix reduces cash-settled components, introduces options to align absolute share appreciation, and aligns CEO incentives with long-term shareholder returns and integration objectives following the AZEK acquisition. The Board recommends approval (excluding Aaron Erter due to personal interest). If not approved, the Company may grant alternative incentives (e.g., cash) but believes equity alignment is more effective. The structure reflects responses to prior shareholder feedback, changes to FY27 compensation design, and features clawback and limited Board adjustment provisions for extraordinary events. The proposal is transaction- and governance-sensitive—shareholder approval is required under ASX rules because a director is a participant.

5. 5

   Issue of Securities Under the James Hardie 2020 Non-Executive Director Equity Plan to Rob Sindel

   ManagementBoard: FOR

   Conditional on election, shareholders are asked to approve issuance of shares under the 2020 NED Equity Plan to newly appointed director Rob Sindel in lieu of cash fees (quarterly allocations) for up to three years.

   More detail

   Proposal 5 seeks shareholder approval for the issue of shares to newly appointed non-executive director Rob Sindel under the 2020 NED Equity Plan, conditional on his election. The NED Equity Plan allows directors to receive a portion of their fees in shares; the number of shares is calculated quarterly based on fee election and a VWAP of the Company’s share price. The Board proposes an annualized illustrative award equal to the standard NED equity component (e.g., $160,000), which would translate into a number of Shares based on market price at issuance. Management contends this aligns non-executive directors’ interests with shareholders and supports retention and ownership. Shareholder approval is necessary under ASX Listing Rule 10.14 because a director is a participant. If not approved, Mr. Sindel would receive cash fees.

6. 6

   Increase to Non-Executive Director Fee Pool

   Management

   Ordinary resolution to increase the maximum aggregate NED fee pool by $700,000 from $3.8M to $4.5M to accommodate fees, tax equalization payments, and potential board growth.

   More detail

   Proposal 6 requests shareholder approval to raise the NED fee pool cap from $3.8M to $4.5M to allow flexibility for tax equalization payments, inflation, competitive pay, and potential board expansion. The Board explains that tax equalization payments for directors who are non-Irish residents (notably U.S. residents) can be significant and unpredictable; the fee pool has not been increased since 2019 despite inflation. The proposed increase preserves flexibility for future recruitment and retention and is a cap, not an obligation to spend. Because directors may personally benefit, they do not make a recommendation and ASX rules exclude related votes. Passing would permit the Board to continue paying competitive NED compensation and tax equalization; failure to pass could constrain the Board’s ability to attract and retain directors and require alternative arrangements.

7. 7

   Approval of Financial Statements and Reports for Fiscal Year 2026

   ManagementBoard: FOR

   Advisory resolution to receive and consider the Company's 2026 financial statements and reports of the Board and external auditor.

8. 8

   Ratification of Appointment of the External Auditor and Authority to Fix the External Auditor’s Compensation

   ManagementBoard: FOR

   A) Non-binding ratification of Ernst & Young as auditor for fiscal year 2027; (B) binding authorization for the Board to fix auditor's compensation for fiscal 2027.

   More detail

   This two-part proposal asks shareholders (A) to ratify, on a non-binding basis, the appointment of Ernst & Young (EY) as independent auditor for FY2027 and (B) to authorize the Board to fix EY’s compensation (binding). The audit committee oversees auditor selection and recommends EY, which has served since 2009. The proxy discloses audit and non-audit fees for FY2025 and FY2026 and confirms pre-approval policies for non-audit services. A ratification affirms continuity and supports the audit committee’s oversight; failure to ratify would prompt the audit committee to reconsider auditor selection. The Board recommends a 'for' vote on both parts.

9. 9

   Amendments to the Company’s Articles of Association to Apply the Classified Board Provisions Consistently to All Directors

   ManagementBoard: FOR

   Special resolution to amend Articles 109(a) and 110 so classified-board provisions apply to the CEO as well as other directors and permit majority designation of the CEO's class.

   More detail

   Proposal 9 seeks to amend Articles 109(a) and 110 of the Articles of Association to remove the CEO exclusion from classified board rules and permit the Board to designate by majority the class to which any Director serving as CEO is assigned, with the three-year term running from the date of designation. The change aims to align governance with U.S. practices and ensure consistent application across all directors; it is a special resolution requiring 75% support. Board recommends 'for'.

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When is the James Hardie Industries PLC 2026 annual meeting?

James Hardie Industries PLC (JHX) holds its 2026 annual shareholder meeting on Thursday, August 20, 2026.

What is the record date for the James Hardie Industries PLC 2026 meeting?

The record date for the James Hardie Industries PLC 2026 meeting is Wednesday, August 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for James Hardie Industries PLC's 2026 meeting?

The board is presenting 3 director nominees at the James Hardie Industries PLC 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the James Hardie Industries PLC 2026 meeting?

Shareholders will vote on 9 proposals at the James Hardie Industries PLC 2026 meeting, each tagged with who proposed it and the board's recommendation.