James Hardie Industries plc 6-K, filed Oct 31, 2025
James Hardie Industries plc (JHX)
6-K
2025-10-31
For: 2025-10-31
View Original
Added on
April 06, 2026
About this 6-K
James Hardie Industries plc filed this 6-K on October 31, 2025.
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 October 2025
1-15240
(Commission File Number)
JAMES HARDIE INDUSTRIES plc
(Translation of registrant’s name into English)
1st Floor, Block A
One Park Place
Upper Hatch Street, Dublin 2, D02, FD79, 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
2
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 and earnings 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 acquisition of AZEK, including its anticipated benefits;
•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;
•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;
•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.
3
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 our Form 20-F filed with the Securities and Exchange Commission on 20 May 2025, 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; the AZEK acquisition; 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.
4
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Change in substantial holding | ||||||||
| 2025 AGM CEO's Address and Presentation | ||||||||
| Results of 2025 Annual General Meeting | ||||||||
| 2025 AGM Press Release | ||||||||
5
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: 31 October 2025 | By: /s/ Aoife Rockett | |||||||
Aoife Rockett | ||||||||
Company Secretary | ||||||||
6
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Change in substantial holding | ||||||||
| 2025 AGM CEO's Address and Presentation | ||||||||
| Results of 2025 Annual General Meeting | ||||||||
| 2025 AGM Press Release | ||||||||
7
James Hardie Industries plc 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland T: +353 (0) 1 411 6924 F: +353 (0) 1 479 1128 James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland. Directors: Anne Lloyd (Chairperson, USA), Peter-John Davis (Aus), Howard Heckes (USA), Gary Hendrickson (USA), Persio Lisboa (USA), Renee Peterson (USA), John Pfeifer (USA), Rada Rodriguez (Sweden), Suzanne B. Rowland (USA), Jesse Singh (USA), Nigel Stein (UK). Chief Executive Officer and Director: Aaron Erter (USA) Company number: 485719 ARBN: 097 829 895 28 October 2025 The Manager Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam Substantial Holding Notice As required under ASX Listing Rule 3.17.3 please see attached copy of the substantial holding notice received by James Hardie Industries plc on 27 October 2025. Regards Aoife Rockett Company Secretary This announcement has been authorised for release by the Company Secretary, Ms Aoife Rockett.
Standard Form TR-1 Standard form for notification of major holdings 2. Reason for the notification (please tick the appropriate box or boxes): [ X ] An acquisition or disposal of voting rights [ ] An acquisition or disposal of financial instruments [ ] An event changing the breakdown of voting rights [ ] Other (please specify) iii: 3. Details of person subject to the notification obligation iv : Name: City and country of registered office (if applicable): 4. Full name of shareholder(s) (if different from 3.) v: 8. Total positions of person(s) subject to the notification obligation: A: Voting rights attached to shares Class/type of JAMES HARDIE INDUSTRIES plc shares ISIN CODE (if possible) 0.22% 2.78% Position of previous notification (if applicable) Indirect % of voting rights through financial instruments (total of 9.B.1 + 9.B.2) 7. Threshold(s) that is/are crossed or reached: IE000R94NGM2 AU000000JHX1 STATE STREET GLOBAL ADVISORS TRUST COMPANY 579,252,286 5. Date on which the threshold was crossed or reached vi: 20-Oct-2025 STATE STREET GLOBAL ADVISORS EUROPE LIMITED STATE STREET GLOBAL ADVISORS, LTD. 17,382,480 Direct Number of voting rights ix 2.88% Above 3.00% 27-Oct-2025 NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the Central Bank of Ireland) i Ordinary Total of both in % (9.A + 9.B) 1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: BOSTON, US 9. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii: Resulting situation on the date on which threshold was crossed or reached Indirect 1,299,624 6. Date on which issuer notified: 16,082,856 SSGA FUNDS MANAGEMENT, INC. STATE STREET CORPORATION STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED STATE STREET GLOBAL ADVISORS LIMITED STATE STREET BANK AND TRUST COMPANY Direct 3.00% SUBTOTAL A Ordinary STATE STREET GLOBAL ADVISORS (JAPAN) CO., LTD. STATE STREET GLOBAL ADVISORS ASIA LIMITED Total number of voting rights of issuer vii 3.00% % of voting rights attached to shares (total of 9.A) % of voting rights 3.00% 2.88%
B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations [ ] Person subject to the notification obligation is not controlled by any natural person or legal [ X ] Full chain of controlled undertakings through which the voting rights and/or the and voting 12. Additional information xvi: Done at on 10. Information in relation to the person subject to the notification obligation (please tick the applicable box): Type of financial instrument % of voting rights through financial instruments if it equals or is higher than the notifiable threshold % of voting rights if it equals or is higher than the notifiable threshold 0.02% 0.21% 0.02% 11. In case of proxy voting: rights as of 1.08% Physical or cash settlement xii B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations SUBTOTAL B.2 0.44% 0.02% 0.21% financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv: SUBTOTAL B.1 SSGA FUNDS MANAGEMENT, INC. STATE STREET GLOBAL ADVISORS LIMITED STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED Exercise/ Conversion Period xi 3.00% 0.02% 1.08% 0.44% 0.01% STATE STREET GLOBAL ADVISORS TRUST COMPANY will cease to hold STATE STREET GLOBAL ADVISORS, LTD. Number of voting rights Total of both if it equals or is higher than the notifiable threshold Expiration date x entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer. xiii Name xv Number of voting rights that may be acquired if the instrument is exercised/converted. % of voting rights Type of financial instrument 0.15% 3.00% 0.15% Expiration date x % of voting rights Exercise/ Conversion Period xi BOSTON MA USA STATE STREET CORPORATION STATE STREET GLOBAL ADVISORS (JAPAN) CO., LTD. STATE STREET GLOBAL ADVISORS EUROPE LIMITED STATE STREET BANK AND TRUST COMPANY STATE STREET GLOBAL ADVISORS ASIA LIMITED 27-Oct-2025. 0.07% 1.00% 0.01% 0.07% 1.00%
James Hardie Industries plc 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland T: +353 (0) 1 411 6924 F: +353 (0) 1 479 1128 James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland. Directors: Anne Lloyd (Chairperson, USA), Peter-John Davis (Aus), Howard Heckes (USA), Gary Hendrickson (USA), Persio Lisboa (USA), Renee Peterson (USA), John Pfeifer (USA), Rada Rodriguez (Sweden), Suzanne B. Rowland (USA), Jesse Singh (USA), Nigel Stein (UK). Chief Executive Officer and Director: Aaron Erter (USA) Company number: 485719 ARBN: 097 829 895 29 October 2025 The Manager Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000 CEO’s Address to 2025 Annual General Meeting and Presentation Dear Sir/Madam James Hardie Industries plc will be holding its 2025 Annual General Meeting (AGM) on Wednesday, 29 October 2025 at 8:00pm (Dublin time) / Thursday, 30 October 2025 at 7:00am (Sydney time). As required under ASX Listing Rule 3.13.3, a copy of the CEO’s Address to the 2025 AGM and the AGM Presentation are attached to this release. Regards Aoife Rockett Company Secretary This announcement has been authorised for release by the Company Secretary, Ms Aoife Rockett.
CEO’s Address 2025 Annual General Meeting CEO’s Address 1 Address to the 2025 Annual General Meeting Aaron Erter, Chief Executive Officer, James Hardie Industries plc Welcome to James Hardie Industries plc’s 2025 Annual General Meeting (AGM), our sixteenth AGM to be held in Dublin. Fiscal year 2025 was a transformative year for our business. The AZEK transaction has positioned us to build upon our foundation with a greater competitive edge and growth profile as we expand into a broader addressable market with an industry-leading portfolio. As One James Hardie, we are serving our combined customer base with a breadth of products and a broad manufacturing and support network. We are already benefitting in the market from the AZEK transaction as we continue to make progress integrating the brands across our portfolio. We remain on track to realize $125 million of cost synergies within three years of closing of the transaction and, as we continue to integrate the business, we expect to unlock more significant revenue synergies. The strong performance of our Deck, Rail & Accessories segment, coupled with the preliminary second quarter results we announced this month, make it clear that we are taking the right steps to build a more resilient, diversified company that can deliver sustainable long- term growth. We also know we have more work to do, and we take the perspectives of all shareholders seriously. We have engaged extensively with many of you during the past several months and deeply appreciate all the feedback that we have heard. We are committed to continuous engagement and enhancing the value of your investment. As we enter 2026, we are optimistic about the path ahead. James Hardie has a strong foundation that will enable us to increase our focus on key markets, including the United States. We remain laser-focused on creating demand across the customer value chain, investing ahead of recovery and evolving our plans to drive outperformance. We look forward to capitalizing on the significant opportunity that lies ahead and will keep you updated on our progress. Thank you for your continued support. END Forward-Looking Statements This communication contains forward-looking statements and information that are 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 communication, 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 fiscal year ended March 31, 2025; changes in general economic, political, governmental and business conditions globally and in the countries in which James Hardie does business;
CEO’s Address 2025 Annual General Meeting CEO’s Address 2 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; the AZEK acquisition 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 Press Release except as required by law.
ANNUAL GENERAL MEETING 29 October 2025 (New York and Dublin) / 30 October 2025 (Sydney)
Contents are confidential and subject to disclosure and insider trading considerations 2 Aaron Erter, Chief Executive Officer ANNUAL GENERAL MEETING – CEO’S ADDRESS
• Xxx • Xxx *Shareholders should refer to the Notice of Annual General Meeting 2025 for the full text and background to each resolution set forth in the presentation ANNUAL GENERAL MEETING – ITEMS OF BUSINESS*
4 RESOLUTION 1: Financial Statements and Reports for Fiscal Year 2025 • To receive and consider the financial statements and the reports of the Board and external auditor for the fiscal year ended 31 March 2025
5 RESOLUTION 1: Financial Statements and Reports for Fiscal Year 2025 PROXY RESULTS: Votes %* For 452,173,826 99.02 Against 2,731,712 0.60 Abstain 1,739,278 0.38 Discretion** 0 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
6 RESOLUTION 2: Remuneration Report for Fiscal Year 2025 • To receive and consider the Remuneration Report of the Company for the fiscal year ended 31 March 2025
7 RESOLUTION 2: Remuneration Report for Fiscal Year 2025 PROXY RESULTS: Votes %* For 153,506,738 33.62 Against 302,591,574 66.26 Abstain 546,504 0.12 Discretion** 0 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
8 RESOLUTION 3: Election/Re-election of Directors a. That Gary Hendrickson be elected as a director b. That Jesse Singh be elected as a director c. That Howard Heckes be elected as a director d. That Peter John Davis be re-elected as a director e. That Anne Lloyd be re-elected as a director f. That Rada Rodriguez be re-elected as a director
9 RESOLUTION 3(a): Election of Director – Gary Hendrickson PROXY RESULTS: Votes %* For 266,327,625 58.33 Against 189,525,806 41.50 Abstain 791,385 0.17 Discretion** 0 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
10 RESOLUTION 3(b): Election of Director – Jesse Singh PROXY RESULTS: Votes %* For 448,380,025 98.19 Against 5,670,877 1.24 Abstain 2,593,914 0.57 Discretion** 0 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
11 RESOLUTION 3(c): Election of Director – Howard Heckes PROXY RESULTS: Votes %* For 252,324,804 55.25 Against 203,739,171 44.62 Abstain 580,841 0.13 Discretion** 0 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
12 RESOLUTION 3(d): Re-election of Director – Peter John Davis PROXY RESULTS: Votes %* For 215,759,305 47.25 Against 240,368,504 52.64 Abstain 517,007 0.11 Discretion** 0 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
13 RESOLUTION 3(e): Re-election of Director – Anne Lloyd PROXY RESULTS: Votes %* For 148,741,391 32.57 Against 307,368,645 67.31 Abstain 534,780 0.12 Discretion** 0 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
14 RESOLUTION 3(f): Re-election of Director – Rada Rodriguez PROXY RESULTS: Votes %* For 184,010,128 40.30 Against 272,089,005 59.58 Abstain 545,683 0.12 Discretion** 0 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
15 RESOLUTION 4: Authority to Fix the External Auditor’s Remuneration • That the Board be authorised to fix the remuneration of the external auditor for the fiscal year ended 31 March 2026
16 RESOLUTION 4: Authority to Fix the External Auditor’s Remuneration PROXY RESULTS: Votes %* For 451,466,419 98.87 Against 3,844,122 0.84 Abstain 1,334,275 0.29 Discretion** 0 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
17 RESOLUTION 5: Grant of Return on Capital Employed (ROCE) Restricted Stock Units (RSUs) to CEO • Approve the granting of ROCE RSUs to James Hardie’s Director and Chief Executive Officer, Aaron Erter and his acquisition of ROCE RSUs
18 RESOLUTION 5: Grant of Return on Capital Employed (ROCE) Restricted Stock Units (RSUs) to CEO PROXY RESULTS: Votes %* For 221,593,486 48.53 Against 233,716,129 51.18 Abstain 1,335,201 0.29 Discretion** 0 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
19 RESOLUTION 6: Grant of Relative Total Shareholder Return (TSR) RSUs to CEO • Approve the granting of TSR RSUs to James Hardie’s Director and Chief Executive Officer, Aaron Erter
20 RESOLUTION 6: Grant of Relative Total Shareholder Return (TSR) RSUs to CEO PROXY RESULTS: Votes %* For 435,370,157 95.35 Against 19,563,120 4.28 Abstain 1,711,539 0.37 Discretion** 0 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
21 RESOLUTION 7: Issue of Shares under the James Hardie 2020 Non- Executive Director Equity Plan (NED Equity Plan) • Approve the issue of Shares to non-executive directors under the NED Equity Plan
22 RESOLUTION 7: Issue of Shares under the James Hardie 2020 Non- Executive Director Equity Plan (NED Equity Plan) PROXY RESULTS: Votes %* For 446,900,821 98.36 Against 4,586,197 1.01 Abstain 2,861,328 0.63 Discretion** 2,296,470 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
23 RESOLUTION 8: Increase to non-executive director fee pool • Approve the increase in the maximum aggregate remuneration payable to non-executive directors
24 RESOLUTION 8: Increase to non-executive director fee pool PROXY RESULTS: Votes %* For 186,773,874 41.10 Against 264,503,544 58.22 Abstain 3,070,717 0.68 Discretion** 2,296,681 N/A Excluded 0 N/A * Percentages have been rounded ** ‘Discretion’ means the broker could vote on the resolution in their discretion
25 Page 25 ANNUAL GENERAL MEETING – OTHER ITEMS OF BUSINESS
ANNUAL GENERAL MEETING
Exhibit 99.3
James Hardie Industries plc 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland T: +353 (0) 1 411 6924 F: +353 (0) 1 479 1128 | |||||
30 October 2025
The Manager
Company Announcements Office
Australian Securities Exchange Limited
20 Bridge Street
SYDNEY NSW 2000
Results of 2025 Annual General Meeting
Dear Sir/Madam
We advise that Resolution 1, Resolution 3(a), Resolution 3(b), Resolution 3(c), Resolution 4, Resolution 6, and Resolution 7 set out in the Notice of the Annual General Meeting dated 23 September 2025, were carried at the Annual General Meeting of James Hardie Industries plc held in Dublin, Ireland on 29 October 2025 (Dublin time)/30 October 2025 (Australia time).
We further advise that Resolution 2, Resolution 3(d), Resolution 3(e), Resolution 3(f), Resolution 5, and Resolution 8 were not carried.
Details of votes cast are set out on the following page.
Regards
Aoife Rockett
Company Secretary
This announcement has been authorised for release by the Company Secretary, Ms Aoife Rockett.
James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland.
Directors: Howard Heckes (USA), Gary Hendrickson (USA), Persio Lisboa (USA), Renee Peterson (USA),
John Pfeifer (USA), Suzanne B. Rowland (USA), Jesse Singh (USA), Nigel Stein (UK).
Chief Executive Officer and Director: Aaron Erter (USA)
Company number: 485719
ARBN: 097 829 895
Results of AGM
| Resolutions voted on at the meeting | If decided by poll | Proxies received | |||||||||||||||||||||||||||||||||||||||
| Resolution | Result | Voting method | If s250U applies | Voted for | Voted against | Abstained | For | Against | Abstain | Discretion | |||||||||||||||||||||||||||||||
| No | Short description | Number | % | Number | % | Number | Number | Number | Number | Number | |||||||||||||||||||||||||||||||
| 1 | Financial Statements and Reports | Passed | Poll | n/a | 452,223,037 | 99.02 | 2,731,712 | 0.60 | 1,739,278 | 452,173,826 | 2,731,712 | 1,739,278 | N/A | ||||||||||||||||||||||||||||
| 2 | Remuneration Report | Defeated | Poll | n/a | 153,555,849 | 33.62 | 302,591,574 | 66.26 | 546,504 | 153,506,738 | 302,591,574 | 546,504 | N/A | ||||||||||||||||||||||||||||
| 3(a) | G Hendrickson election | Passed | Poll | n/a | 266,379,162 | 58.33 | 189,525,806 | 41.50 | 791,385 | 266,327,625 | 189,525,806 | 791,385 | N/A | ||||||||||||||||||||||||||||
| 3(b) | J Singh election | Passed | Poll | n/a | 448,431,562 | 98.19 | 5,670,877 | 1.24 | 2,593,914 | 448,380,025 | 5,670,877 | 2,593,914 | N/A | ||||||||||||||||||||||||||||
| 3(c) | H Heckes election | Passed | Poll | n/a | 252,376,341 | 55.26 | 203,739,171 | 44.61 | 580,841 | 252,324,804 | 203,739,171 | 580,841 | N/A | ||||||||||||||||||||||||||||
| 3(d) | Peter John Davis re-election | Defeated | Poll | n/a | 215,810,842 | 47.25 | 240,368,504 | 52.64 | 517,007 | 215,759,305 | 240,368,504 | 517,007 | N/A | ||||||||||||||||||||||||||||
| 3(e) | A Lloyd re-election | Defeated | Poll | n/a | 148,792,928 | 32.58 | 307,368,645 | 67.30 | 534,780 | 148,741,391 | 307,368,645 | 534,780 | N/A | ||||||||||||||||||||||||||||
| 3(f) | R Rodriguez re-election | Defeated | Poll | n/a | 184,061,665 | 40.30 | 272,089,005 | 59.58 | 545,683 | 184,010,128 | 272,089,005 | 545,683 | N/A | ||||||||||||||||||||||||||||
| 4 | Authority to fix external auditor remuneration | Passed | Poll | n/a | 451,515,630 | 98.87 | 3,844,122 | 0.84 | 1,334,275 | 451,466,419 | 3,844,122 | 1,334,275 | N/A | ||||||||||||||||||||||||||||
| 5 | Grant of Return on Capital Employed (ROCE) Restricted Stock Units (RSUs) to CEO | Defeated | Poll | n/a | 221,642,597 | 48.53 | 233,7169,129 | 51.18 | 1,335,201 | 221,593,486 | 233,716,129 | 1,335,201 | N/A | ||||||||||||||||||||||||||||
| 6 | Grant of Relative Total Shareholder Return (TSR) RSUs to CEO | Passed | Poll | n/a | 435,419,268 | 95.35 | 19,563,120 | 4.28 | 1,711,539 | 435,370,157 | 19,563,120 | 1,711,539 | N/A | ||||||||||||||||||||||||||||
| 7 | Issue of Shares under the James Hardie 2020 Non-Executive Director Equity Plan | Passed | Poll | n/a | 446,949,932 | 98.36 | 4,586,197 | 1.01 | 2,861,328 | 446,900,821 | 4,586,197 | 2,861,328 | 2,296,470 | ||||||||||||||||||||||||||||
| 8 | Increase to non-executive director fee pool | Defeated | Poll | n/a | 186,822,985 | 41.11 | 264,503,544 | 58.21 | 3,070,717 | 186,773,874 | 264,503,544 | 3,070,717 | 2,296,681 | ||||||||||||||||||||||||||||
Press Release October 30, 2025 | Exhibit 99.4  | ||||
James Hardie Reiterates its Board of Directors’ Commitment to Creating
Shareholder Value and Provides an Update on Results of the 2025 Annual
General Meeting
Shareholder Value and Provides an Update on Results of the 2025 Annual
General Meeting
SYDNEY & CHICAGO, October 30, 2025 – James Hardie Industries plc (NYSE / ASX: JHX) ("James Hardie" or the "Company"), a leading provider of exterior home and outdoor living solutions, today announced the results of the Company’s 2025 Annual General Meeting (the “Annual Meeting”).
In connection with the Annual Meeting, James Hardie shareholders voted to elect directors Howard Heckes, Gary Hendrickson and Jesse Singh to continue serving on the James Hardie Board of Directors (the “Board”). Following the Annual Meeting, Anne Lloyd (Chair), Rada Rodriguez and Peter-John Davis have ceased to hold office in accordance with the Company’s Articles of Association. James Hardie reported final results with the ASX and on a Form 6-K furnished to the U.S. Securities and Exchange Commission.
The Company issued the following statement:
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 AZEK. 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 AZEK 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. The 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 past several months. Our directors will carefully consider shareholder input as they review our Board composition and governance structure, with a continued sharp focus on delivering enhanced value for shareholders.
About James Hardie | ||
James Hardie Industries plc is the industry leader in exterior home and outdoor living solutions, with a portfolio that includes fiber cement, fiber gypsum, and composite and PVC decking and railing products. Products offered by James Hardie are engineered for beauty, durability, and climate resilience, and include trusted brands like Hardie®, TimberTech®, AZEK® Exteriors, Versatex®, fermacell® and StruXure®. With a global footprint, the James Hardie portfolio is marketed and sold throughout North America, Europe, Australia and New Zealand.
Press Release October 30, 2025 | | ||||
James Hardie Industries plc is incorporated and existing under the laws of Ireland. As an Irish plc, James Hardie is governed by the Irish Companies Act. James Hardie’s principal executive offices are located at 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland.
Forward-Looking Statements | ||
This communication contains forward-looking statements and information that are 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 communication, 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 fiscal year ended March 31, 2025; 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; the AZEK acquisition 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 Press Release except as required by law.
James Hardie Contacts | ||
Investors:
Joe Ahlersmeyer, CFA
Vice President, Investor Relations
+1 773-970-1213
investors@jameshardie.com
Media:
Ed Trissel / Aaron Palash
Joele Frank, Wilkinson Brimmer Katcher
+1 212-355-4449
Jack Gordon
Sodali & Co.
+61 478 060 362
jack.gordon@sodali.com
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