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James Hardie Industries plc 6-K, filed Jan 28, 2022

James Hardie Industries plc (JHX)

6-K 2022-01-28 For: 2022-01-28
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Added on April 06, 2026

About this 6-K

James Hardie Industries plc filed this 6-K on January 28, 2022.

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the Month of January 2022

1-15240

(Commission File Number)

JAMES HARDIE INDUSTRIES plc

(Translation of registrant’s name into English)

Europa House, Second Floor

Harcourt Centre

Harcourt Street, Dublin 2, D02, WR20, Ireland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F..X....  Form 40-F.........

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Not Applicable

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Not Applicable

Table of Contents

TABLE OF CONTENTS

Forward-Looking Statements 3
Exhibit Index 5
Signatures 6

Table of Contents

Forward-Looking Statements

This Form 6-K 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 Securities and Exchange Commission, on Forms 20-F and 6-K, in its annual reports to shareholders, in offering circulars, invitation memoranda and prospectuses, in media releases and other written materials and in oral statements made by the company’s officers, directors or employees to analysts, institutional investors, existing and potential lenders, representatives of the media and others. Statements that are not historical facts are forward-looking statements and such forward-looking statements are statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

Examples of forward-looking statements include:

•statements about the company’s future performance;

•projections of the company’s results of operations or financial condition;

•statements regarding the company’s plans, objectives or goals, including those relating to strategies, initiatives, competition, acquisitions, dispositions and/or its products;

•expectations concerning the costs associated with the suspension or closure of operations at any of the company’s plants and future plans with respect to any such plants;

•expectations concerning the costs associated with the significant capital expenditure projects at any of the company’s plants and future plans with respect to any such projects;

•expectations regarding the extension or renewal of the company’s credit facilities including changes to terms, covenants or ratios;

•expectations concerning dividend payments and share buy-backs;

•statements concerning the company’s corporate and tax domiciles and structures and potential changes to them, including potential tax charges;

•uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark;

•statements regarding the effect and consequences of the COVID-19 public health crisis;

•statements regarding tax liabilities and related audits, reviews and proceedings;

•statements regarding the possible consequences and/or potential outcome of legal proceedings brought against us and the potential liabilities, if any, associated with such proceedings;

•expectations about the timing and amount of contributions to AICF, a special purpose fund for the compensation of proven Australian asbestos-related personal injury and death claims;

•expectations concerning the adequacy of the company’s warranty provisions and estimates for future warranty-related costs;

•statements regarding the company’s ability to manage legal and regulatory matters (including but not limited to product liability, environmental, intellectual property and competition law matters) and to resolve any such pending legal and regulatory matters within current estimates and in anticipation of certain third-party recoveries; and

•statements about economic or housing market conditions in the regions in which we operate, including but not limited to, the levels of new home construction and home renovations, unemployment levels, changes in consumer income, changes or stability in housing values, the availability of mortgages and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates, and builder and consumer confidence.

Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “aim,” “will,” “should,” “likely,” “continue,” “may,” “objective,” “outlook” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Readers are cautioned not to place undue reliance on these forward-looking statements and all such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.

Table of Contents

Forward-looking statements are based on the Company’s current expectations, estimates and assumptions and because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the Company’s control. Such known and unknown risks, uncertainties and other factors may cause actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward-looking statements. These factors, some of which are discussed under “Risk Factors” in Section 3 of the Form 20-F filed with the Securities and Exchange Commission on 18 May 2021, include, but are not limited to: all matters relating to or arising out of the prior manufacture of products that contained asbestos by current and former Company subsidiaries; required contributions to AICF, any shortfall in AICF funding and the effect of currency exchange rate movements on the amount recorded in the Company’s financial statements as an asbestos liability; compliance with and changes in tax laws and treatments; competition and product pricing in the markets in which the Company operates; the consequences of product failures or defects; exposure to environmental, asbestos, putative consumer class action or other legal proceedings; general economic and market conditions; the supply and cost of raw materials; possible increases in competition and the potential that competitors could copy the Company’s products; compliance with and changes in environmental and health and safety laws; risks of conducting business internationally; compliance with and changes in laws and regulations; currency exchange risks; dependence on customer preference and the concentration of the Company’s customer base; dependence on residential and commercial construction markets; the effect of adverse changes in climate or weather patterns; use of accounting estimates; risk and uncertainties arising out of the COVID-19 public health crisis, including the impact of COVID-19 on our business, sales, results of operations and financial condition and all other risks identified in the Company’s reports filed with Australian, Irish and US securities regulatory agencies and exchanges (as appropriate). The Company cautions you that the foregoing list of factors is not exhaustive and that other risks and uncertainties may cause actual results to differ materially from those referenced in the Company’s forward-looking statements. Forward-looking statements speak only as of the date they are made and are statements of the Company’s current expectations concerning future results, events and conditions. The Company assumes no obligation to update any forward-looking statements or information except as required by law.

Table of Contents

EXHIBIT INDEX

Exhibit No. Description
99.1 Notification regarding unquoted securities - JHX
99.2 JHX Appoints Chief Technology Officer
99.3 JHX Announces Management Appointments
99.4 Q3 FY2022 Results Notification
99.5 JHX Appoints Chief Information Officer

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

James Hardie Industries plc
Date:    28 January 2022 By:  /s/ Joseph C. Blasko
Joseph C. Blasko
General Counsel, Chief Compliance Officer and Company Secretary

Table of Contents

EXHIBIT INDEX

Exhibit No. Description
99.1 Notification regarding unquoted securities - JHX
99.2 JHX Appoints Chief Technology Officer
99.3 JHX Announces Management Appointments
99.4 Q3 FY2022 Results Notification
99.5 JHX Appoints Chief Information Officer

7

ex991-01282022

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 1 / 6 Announcement Summary Entity name JAMES HARDIE INDUSTRIES PLC Date of this announcement Tuesday December 28, 2021 The +securities the subject of this notification are: Total number of +securities to be issued/transferred ASX +security code Security description Total number of +securities to be issued/transferred Issue date JHXAK RESTRICTED STOCK UNIT 10,101 21/12/2021 Refer to next page for full details of the announcement +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX Exhibit 99.1


Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 2 / 6 Part 1 - Entity and announcement details 1.1 Name of entity JAMES HARDIE INDUSTRIES PLC We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities. 1.2 Registered number type ARBN Registration number 097829895 1.3 ASX issuer code JHX 1.4 The announcement is 1.5 Date of this announcement 28/12/2021 New announcement


Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 3 / 6 Part 2 - Issue details 2.1 The +securities the subject of this notification are: 2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which: has an existing ASX security code ("existing class") +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX


Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 4 / 6 Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B ASX +security code and description JHXAK : RESTRICTED STOCK UNIT Date the +securities the subject of this notification were issued 21/12/2021 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Were any of the +securities issued to +key management personnel (KMP) or an +associate? Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Refer to 2001 Plan https://ir.jameshardie.com.au/public/download.jsp?id=5562 Any other information the entity wishes to provide about the +securities the subject of this notification 10,101 Restricted Stock Units (RSUs) being contractual entitlements granted to employees under the James Hardie Industries 2001 Equity Incentive Plan (2001 Plan) to be issued ordinary shares/CDIs upon satisfaction of certain conditions. Issue details Number of +securities 10,101 No Yes


Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 5 / 6 Part 4 - +Securities on issue Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise: (A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.) 4.1 Quoted +Securities (Total number of each +class of +securities quoted) ASX +security code and description Total number of +securities on issue JHX : CHESS DEPOSITARY INTERESTS 1:1 445,343,762 4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue JHXAK : RESTRICTED STOCK UNIT 1,887,539


Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 6 / 6 Part 5 - Other Listing Rule requirements 5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? 5.1a Select the number of the applicable exception in Listing Rule 7.2 13 Yes


Document

Media Release<br><br>10 January 2022 Sydney, Australia<br><br>9 January 2022 Chicago, USA

Exhibit 99.2

James Hardie Industries Appoints Chief Technology Officer

Dr. Joe Liu appointed as Global CTO

James Hardie Industries plc (ASX: JHX; NYSE: JHX), the world’s #1 producer and marketer of high-performance fiber cement and fiber gypsum building solutions, announced the appointment of Dr. Joe Liu as Chief Technology Officer.

Dr. Liu joined James Hardie after an impressive 26-year career with 3M Company, where he held a variety of Research & Development (R&D), Commercial and International Management roles of increasing responsibility over the course of his career. Early assignments in technical roles across multiple 3M product lines led to progression to Vice President R&D of 3M International Operations, Vice President & Managing Director of 3M Southeast Asia Region, to his most recent role of Senior Vice President, R&D and Commercialization of 3M Global Consumer Business Group.  Joe will utilize his vast and deep experiences across R&D, Commercial and General Management to help drive the commercialization of innovative new products that will help change the way the world builds.

Commenting on the appointment, James Hardie CEO, Harold Wiens said, “I am pleased to announce Joe’s appointment as CTO of James Hardie. Joe brings a strong track record of leadership within commercial, innovation and international management roles, along with a deep background in R&D. His experience commercializing innovations based on insights regarding the end consumer is the perfect fit for our innovation strategy at James Hardie.”

Dr. Liu stated, “After the past two months of onboarding and learning the business, I am excited to take on the CTO role at James Hardie, a company that is focused on commercializing innovative new products that help the homeowner beautify their home while also helping to protect their home. I have the pleasure of inheriting a world class team of R&D professionals with deep knowledge and experience.”

Dr. Liu received a B.S. and a Ph.D. in thermal Energy and Power Engineering from Xi’an Jiatong University in China, and also received a Ph.D in Mechanics from the University of Minnesota.

Forward-Looking Statements

This Media Release contains forward-looking statements and information that are necessarily subject to risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of James Hardie to be materially different from those expressed or implied in this release, including, among others, the risks and uncertainties set forth in Section 3 “Risk Factors” in James Hardie’s Annual Report on Form 20-F for the year ended 31 March 2021; changes in general economic, political, governmental and business conditions globally and in the countries in which James Hardie does business; changes in interest rates; changes in inflation rates; changes in exchange rates; the level of construction generally; changes in cement demand and prices; changes in raw material and energy prices; changes in business strategy and various other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results

Media Release: James Hardie Industries Appoints Chief Technology Officer 1
Media Release<br><br>10 January 2022 Sydney, Australia<br><br>9 January 2022 Chicago, USA
---

may vary materially from those described herein. James Hardie assumes no obligation to update or correct the information contained in this Media Release except as required by law.

This media release has been authorized by Mr. Jason Miele, Chief Financial Officer.

END

Investor/Media/Analyst Enquiries:

James Brennan-Chong

Director of Investor Relations and Market Intelligence

Telephone: +61 2 9638 9205
Email: media@jameshardie.com.au

James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at Europa House, 2nd Floor, Harcourt Centre, Harcourt Street, Dublin 2, D02 WR20, Ireland

Media Release: James Hardie Industries Appoints Chief Technology Officer 2

Document

Media Release<br><br>10 January 2022 Sydney, Australia<br><br>9 January 2022 Chicago, USA

Exhibit 99.3

James Hardie Industries Announces Management Appointments

Ryan Kilcullen appointed as Senior Vice President, Global Operations

John Arneil appointed as General Manager of Asia Pacific

Dr. Moe Nozari resigned as a non-executive director

James Hardie Industries plc (ASX: JHX; NYSE: JHX), the world’s #1 producer and marketer of high-performance fiber cement and fiber gypsum building solutions, announced the appointment of Ryan Kilcullen as Senior Vice President, Global Operations, and the appointment of John Arneil as General Manager of Asia Pacific.

Mr. Kilcullen has over 14 years of progressive experience at James Hardie within North America Supply Chain Operations, Engineering, Construction and Lean/HMOS. In this newly created role, a primary focus will be delivering the significant global capacity expansion program with direct responsibility of the global construction and capacity engineering teams. In addition, Ryan will lead the global safety and procurement teams, and will lead centers of excellence for HMOS, Supply Chain and Quality which will focus on the delivery of best practices across all three regions.

Mr. Arneil has over 19 years of experience at James Hardie, with the last 10 years spent in the Asia Pacific business, most recently as Country Manager of Australia and New Zealand. Prior to joining our Asia Pacific business John gained international experience leading our business in the United Kingdom and later our business in Canada. As Country Manager of Australia and New Zealand during our transformation these past three years, John has led those businesses to record results, including a stellar first half of fiscal year 2022 as reported on 9 November 2021; our APAC segment first half fiscal year 2022 net sales increased 23% and Adjusted EBIT increased 27% at an EBIT Margin of 29.2%.

Commenting on Ryan’s promotion, CEO Harold Wiens stated, “Ryan has been a key leader in the success of the foundational strategic initiatives that have transformed our business these past three years. Ryan was instrumental in the implementation of the Hardie Manufacturing Operating System (HMOS) in North America and led the supply chain integration with our customers in North America. Importantly, this newly created role puts our significant global capacity expansion program under one executive leader. Ryan will lead teams globally to deliver greenfield and brownfield expansions in all three regions.”

Speaking on John’s appointment, Mr. Wiens commented, “Promoting John into the GM role in APAC was an easy decision. John has been a key leader within our APAC organization for over 10 years, including his current role as country manager of Australia and New Zealand which represent over 80% of our APAC region profits. I have no doubt that he will continue to help his team deliver excellent results for the entirety of the APAC region.”

In addition to the management appointments, the Company advises that Dr. Moe Nozari resigned as a non-executive director of the Company effective immediately. The Board expresses its thanks to Dr. Nozari for his service and significant efforts since his appointment.

Mr. Kilcullen has a Bachelor of Science in Industrial Engineering from Rensselaer Polytechnic Institute and a Master of Engineering in Logistics from Massachusetts Institute of Technology.

Media Release: James Hardie Industries Announces Management Appointments 1
Media Release<br><br>10 January 2022 Sydney, Australia<br><br>9 January 2022 Chicago, USA
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Mr. Arneil has a Bachelor of Business Management from The University of Queensland and a Master of Business Administration from The University of Leicester.

Forward-Looking Statements

This Media Release contains forward-looking statements and information that are necessarily subject to risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of James Hardie to be materially different from those expressed or implied in this release, including, among others, the risks and uncertainties set forth in Section 3 “Risk Factors” in James Hardie’s Annual Report on Form 20-F for the year ended 31 March 2021; changes in general economic, political, governmental and business conditions globally and in the countries in which James Hardie does business; changes in interest rates; changes in inflation rates; changes in exchange rates; the level of construction generally; changes in cement demand and prices; changes in raw material and energy prices; changes in business strategy and various other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. James Hardie assumes no obligation to update or correct the information contained in this Media Release except as required by law.

This media release has been authorized by Mr. Jason Miele, Chief Financial Officer.

END

Investor/Media/Analyst Enquiries:

James Brennan-Chong

Director of Investor Relations and Market Intelligence

Telephone: +61 2 9638 9205
Email: media@jameshardie.com.au

James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at Europa House, 2nd Floor, Harcourt Centre, Harcourt Street, Dublin 2, D02 WR20, Ireland

Media Release: James Hardie Industries Announces Management Appointments 2

Document

Exhibit 99.4

image_1a.jpg

James Hardie Industries plc<br><br>Europa House 2nd Floor,<br><br>Harcourt Centre<br><br>Harcourt Street, Dublin 2,<br><br>D02 WR20, Ireland<br><br><br><br>T: +353 (0) 1 411 6924<br><br>F: +353 (0) 1 479 1128

20 January 2022

The Manager

ASX Market Announcements

ASX

20 Bridge Street

Sydney NSW 2000

Dear Sir/Madam,

James Hardie will conduct a management briefing on its Third Quarter FY2022 results on Monday 7 February 2022.

A teleconference and webcast will be available for analysts, investors and media, as below:

Time: Sydney, Australia: 8:45am AEDT, Monday 7 February
New York, USA: 4:45pm EST, Sunday 6 February
Teleconference Registration: https://s1.c-conf.com/diamondpass/10018895-ch97ks.html
Webcast URL: https://edge.media-server.com/mmc/p/cxfr4uzx

All participants wishing to join the teleconference will need to pre-register by navigating to https://s1.c-conf.com/diamondpass/10018895-ch97ks.html

Once registered, participants will receive a calendar invitation with global dial-in numbers and a unique PIN which will be required to join the call.

Yours faithfully,

image_01a.jpg

James Brennan-Chong

Director of Investor Relations & Market Intelligence

This announcement has been authorised for release by the Chief Financial Officer, Mr Jason Miele.

image_2a.jpg James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at Europa House 2nd Floor, Harcourt Centre, Harcourt Street, Dublin 2, D02 WR20, Ireland.

Directors: Michael Hammes (Executive Chairman, USA), Persio Lisboa (USA), Anne Lloyd (USA),

Rada Rodriguez (Sweden), Suzanne B. Rowland (USA),

Dean Seavers (USA), Nigel Stein (UK).

Interim Chief Executive Officer and Director: Harold Wiens (USA)

Company number: 485719

ARBN: 097 829 895

Document

Media Release<br><br>21 January 2022 Sydney, Australia<br><br>20 January 2022 Chicago, USA

Exhibit 99.5

James Hardie Industries Appoints Chief Information Officer

James Johnson joins JHX as Global CIO

James Hardie Industries plc (ASX: JHX; NYSE: JHX), the world’s #1 producer and marketer of high-performance fiber cement and fiber gypsum building solutions, announced the appointment of James Johnson as Chief Information Officer (CIO).

Mr. Johnson brings over 25 years of relevant and progressive IT experience, including 15 years as CIO for businesses in a variety of industries, including chemicals and metals. Most recently James held the role of CIO at Carpenter Technology since 2013.  Prior to joining Carpenter Technology, he held IT roles with Honeywell International, Performance Fibers, and Trinseo. James has a proven track record of driving value through the delivery of business-aligned IT solutions which enable critical processes that support profitable growth.

Commenting on the appointment, James Hardie Interim CEO, Harold Wiens said, “I am pleased to announce James’ appointment as CIO of James Hardie. James brings a strong track record of IT leadership and of developing effective, leading-edge technology solutions that create business value. James and his team will drive a focused Information Technology vision and strategy which integrates with, and helps enable, the JHX global strategic plan.”

Mr. Johnson stated, “It is such an exciting time to be joining James Hardie. Being able to join a company that has transformed significantly over the past three years, and now be a part of the next phase of profitable growth is invigorating.”

Mr. Johnson received a Bachelor of Arts degree in Economics from the University of Virginia and a Master of Business Administration degree with an emphasis in Marketing and Strategic Management from the University of Maryland.

Forward-Looking Statements

This Media Release contains forward-looking statements and information that are necessarily subject to risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of James Hardie to be materially different from those expressed or implied in this release, including, among others, the risks and uncertainties set forth in Section 3 “Risk Factors” in James Hardie’s Annual Report on Form 20-F for the year ended 31 March 2021; changes in general economic, political, governmental and business conditions globally and in the countries in which James Hardie does business; changes in interest rates; changes in inflation rates; changes in exchange rates; the level of construction generally; changes in cement demand and prices; changes in raw material and energy prices; changes in business strategy and various other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. James Hardie assumes no obligation to update or correct the information contained in this Media Release except as required by law.

This media release has been authorized by Mr. Jason Miele, Chief Financial Officer.

END

Media Release: James Hardie Industries Appoints Chief Information Officer 1
Media Release<br><br>21 January 2022 Sydney, Australia<br><br>20 January 2022 Chicago, USA
---

Investor/Media/Analyst Enquiries:

James Brennan-Chong

Director of Investor Relations and Market Intelligence

Telephone: +61 2 9638 9205
Email: media@jameshardie.com.au

James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at Europa House, 2nd Floor, Harcourt Centre, Harcourt Street, Dublin 2, D02 WR20, Ireland

Media Release: James Hardie Industries Appoints Chief Information Officer 2