James Hardie Industries plc (JHX) 6-K, filed Jan 7, 2022

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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

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TABLE OF CONTENTS

Forward-Looking Statements	3
Exhibit Index	5
Signatures	6

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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.

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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.

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Changes to CEO, Director & Chairman roles
99.2	JHX Appoints Harold Wiens as Interim CEO
99.3	Appendix 3Z

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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: 7 January 2022	By: /s/ Joseph C. Blasko
	Joseph C. Blasko
	General Counsel, Chief Compliance Officer and Company Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Changes to CEO, Director & Chairman roles
99.2	JHX Appoints Harold Wiens as Interim CEO
99.3	Appendix 3Z

Document

Exhibit 99.1

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

7 January 2022

The Manager

Company Announcements Office

Australian Securities Exchange Limited

20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam

Changes to CEO, Director & Chairman roles

In accordance with ASX Listing Rule 3.16.1, we hereby confirm that Jack Truong is no longer employed as an Executive Director and Chief Executive Officer with effect from 6 January 2022 (US time)/7 January 2022 (Aus time). Harold Wiens has been appointed as Interim Chief Executive Officer and Michael Hammes has been appointed to the role of Executive Chairman with effect from 6 January 2022 (US time)/7 January 2022 (Aus time).

Regards

Joseph C. Blasko

General Counsel & Company Secretary

This announcement has been authorised for release by the General Counsel and Company Secretary, Mr Joseph C. Blasko.

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),

Moe Nozari (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>7 January 2022 Sydney, Australia<br><br>6 January 2022 Chicago, USA

Exhibit 99.2

James Hardie Industries Appoints Harold Wiens as Interim CEO

James Hardie no longer employs Jack Truong

Raises Fiscal Year 2022 Adjusted Net Income Guidance Range to US$605 Million and US$625 Million from US$580 Million and US$600 Million

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, today announced the appointment of Harold Wiens as Interim Chief Executive Officer.

In calendar 2017 the James Hardie Board of Directors, along with senior management, identified the need for a strategic transformation to ensure the future growth and profitability of the company. Based on the need identified, the Board CEO succession plan moved to finding a new CEO to lead this strategic transformation.

On 1 February 2019, the Board appointed Jack Truong as CEO of James Hardie Industries, and as discussed in our May 2021 investor day, the global leadership team has successfully driven the transformation into “A New James Hardie” over the past three years.

Chairman Mike Hammes commented, “The transformation that has occurred over the past three years is truly remarkable. The company now has a clear, correct and very well-defined strategy, that is aligned with what the Board and management identified as necessary in 2017. This strategy is now deeply embedded throughout the organization, from the line employee at our plants all the way to the executive leadership team.”

While Mr. Truong has helped in this transformation, employees raised concerns about his work-related interactions. The Board undertook extensive due diligence which included retaining outside counsel and a third-party consultant and provided opportunities and support for sincere change in Mr. Truong’s behavior. Based on additional employee complaints the Board undertook further due diligence including additional due diligence from the third-party consultant. The Board ultimately concluded, based on independent third-party consultant surveys and analysis, direct input from various executives, and additional information that Mr. Truong’s conduct, while not discriminatory, extensively and materially breached the James Hardie Code of Conduct, and at a Board meeting held today resolved to terminate Mr. Truong’s employment, effective immediately. The Board took this action to uphold the Company’s core values, including Operating with Respect, and to maintain continuity of the management team that has been instrumental in our transformation. Per the terms of Mr. Truong’s contract, his on-foot incentives, including unvested LTI, will lapse. He will receive only statutory entitlements.

Mr. Wiens joined the Board of James Hardie Industries as an independent non-executive director in May 2020 following a distinguished career with 3M Company where he led several of its largest business segments based in the United States, Asia and Europe. He brings extensive senior executive experience to the role, operating in international environments.

Commenting on his appointment as Interim CEO, Mr. Wiens stated, “It is a pleasure to join such a deep and talented leadership team, which I have worked with and admired for their professionalism, strategic thinking and strong execution since I became a Board member. More importantly, I am coming into the role with a well-

Media Release: James Hardie Industries Appoints Harold Wiens as Interim CEO	1
Media Release<br><br>7 January 2022 Sydney, Australia<br><br>6 January 2022 Chicago, USA
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established strategy in place and embedded throughout the organization. I believe this strategy, along with a world class leadership team and our 5,000 committed and hard-working employees, will drive us to meet our mission of being a high-performance global company that delivers organic growth above market with strong returns.”

Mr. Hammes added, “Harold is well placed to step into the role, and lead James Hardie as the Board conducts a global search for a permanent CEO. He is an individual of outstanding integrity who demonstrates great passion for our Company, and importantly its people and our core values, including Operating with Respect. Harold has been a wise and insightful Board colleague reflecting his time as a senior international executive, that was evident as we have worked to refine and oversee the implementation of our strategy. We are fortunate that he is able to take on these responsibilities.”

In addition to Mr. Wiens’ appointment, Michael Hammes has been appointed to the role of Executive Chairman while the CEO succession is undertaken. In this role, Mr. Hammes will provide additional leadership and oversight for the executive team and support the Interim CEO.

Details of Mr. Wiens’ and Mr. Hammes’ remuneration packages are set out in the attachment.

Mr. Wiens announced the following changes in responsibility for James Hardie executives:

Sean Gadd has been promoted to North America President, effective immediately. In this role Sean is responsible for running the Company’s North America activities. Mr. Wiens stated, “Sean has been the key leader within our North America business driving our transformation over these past three years. His involvement in developing our strategy and his proven track record of execution make him the right leader to drive our North American business forward.” Speaking on his appointment, Mr. Gadd stated “I am excited to take on this expanded responsibility, we have the right strategy in place, strong customer relationships and a great team, I believe our North America business is well positioned for continued growth.”

A search for a new CEO will commence immediately.

Outlook and Earnings Guidance

Based on the continued, strong execution of the global strategy across all three regions and the expectation for continued residential and market growth in the USA, the Company is raising its guidance for fiscal year 2022, ending 31 March 2022. Management now expects fiscal year 2022 Adjusted Net Income to be between US$605 million and US$625 million, compared to the prior range of US$580 million and US$600 million. The comparable prior year Adjusted Net Income for fiscal year 2021 was US$458.0 million.

James Hardie’s guidance is based on current estimates and assumptions and is subject to several known and unknown uncertainties and risks, including those related to the COVID-19 pandemic. James Hardie continues to assess the impacts and the uncertainties of the COVID-19 pandemic on the geographic locations in which it operates, and the continuing impact of the pandemic on the Company’s business and future financial performance remains uncertain.

Media Release: James Hardie Industries Appoints Harold Wiens as Interim CEO	2
Media Release<br><br>7 January 2022 Sydney, Australia<br><br>6 January 2022 Chicago, USA
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Management Briefing for Analysts, Investors and Media
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James Hardie will conduct a teleconference and audio webcast for analysts, investors, and media on Friday 7 January 2022, 9:00am Sydney, Australia time (Thursday 6 January 2022, 5:00pm New York City, USA time). Analysts, investors, and media can access the management briefing via the following:

•All participants wishing to join the teleconference will need to pre-register by navigating to:

https://s1.c-conf.com/diamondpass/10018782-3jam56.html

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

•Webcast Replay: Will be available two hours after the Live Webcast concludes at

https://ir.jameshardie.com.au

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 the James Hardie Board of Directors.

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

END

Media Release: James Hardie Industries Appoints Harold Wiens as Interim CEO	3
Media Release<br><br>7 January 2022 Sydney, Australia<br><br>6 January 2022 Chicago, USA
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Media/Press Enquiries:

Brett Clegg

Managing Director, Citadel Magnus

Telephone:	+61 487 436 985
Email:	bclegg@citadelmagnus.com

Investor/Analyst Enquiries:

James Brennan-Chong

Director of Investor Relations and Market Intelligence

Telephone:	+61 2 9638 9205
Email:	media@jameshardie.com.au
Media Release: James Hardie Industries Appoints Harold Wiens as Interim CEO	4
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Media Release<br><br>7 January 2022 Sydney, Australia<br><br>6 January 2022 Chicago, USA
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Harold Wiens Biography

Mr Wiens had a distinguished career across 38 years at 3M Company leading several of its most significant business units, including the largest in the Industrial Business and Transportation Business from 1998 until his retirement from 3M in 2006. During this time, Mr Wiens restructured the business, leading a global implementation of Six Sigma that drove significant international growth. Other roles included heading Sumitomo 3M, the largest subsidiary of 3M, headquartered in Tokyo, Japan. He was appointed as an independent non-executive director of James Hardie in May 2020.

Media Release: James Hardie Industries Appoints Harold Wiens as Interim CEO	5
Media Release<br><br>7 January 2022 Sydney, Australia<br><br>6 January 2022 Chicago, USA
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Roles & Responsibilities of Board Members

Harold Wiens, Interim Chief Executive Officer
Key Roles & Responsibilities
In the role of Interim CEO, Mr. Wiens is responsible for the global business activities of the company, focusing on rolling out the successive stages of our strategic plan. In this capacity he will operate in the same manner as a permanent CEO who was also on the Board, which has been the normal structure for James Hardie Industries. The Interim CEO reports to the Executive Chairman (acting on behalf of the Board) and to the Board directly.
Changes in Remuneration
Mr. Wiens will receive a temporary exertion fee of US$130,000 per month for the period he is in the interim CEO role. The exertion fee will be in addition to his regular board fees as a director. Reasonable expenses associated with relocation and other costs incurred during this period because of undertaking this role will also be compensated. In determining appropriate remuneration, the Board, through the Nominating and Governance Committee, received data and advice from the Board’s independent remuneration adviser.
Mike Hammes, Executive Chairman
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Key Roles & Responsibilities
In addition to his responsibilities as Chairman, Mr. Hammes will provide additional ‘hands-on’ assistance to the Mr. Wiens, Interim CEO and the broader executive leadership team. Consistent with executive chairman roles that co-exist with CEOs, Mr. Hammes’ primary support to Mr. Wiens will be in the engagement and relationship management with external stakeholders.
Changes in Remuneration
Mr. Hammes will receive a temporary exertion fee of US$40,000 per month for the period he is in the Executive Chairman role. The exertion fee will be in addition to his regular board fees as a director. Reasonable expenses associated with relocation and other costs incurred during this period because of undertaking this role will also be compensated. In determining appropriate remuneration, the Board, through the Nominating and Governance Committee, received data and advice from the Board’s independent remuneration adviser.
Anne Lloyd, Lead Independent Director
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Key Roles & Responsibilities
With Mr. Wiens and Mr. Hammes both taking on Executive non-independent responsibilities, Ms. Lloyd has been appointed as the Lead Independent Director. In this role, Ms. Llyod has the responsibility of ensuring proper governance of the Board and that the Board remains independent and objective in its stewardship of the company.
Media Release: James Hardie Industries Appoints Harold Wiens as Interim CEO	6
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Document

Appendix 3Z<br><br>Final Director’s Interest Notice

Exhibit 99.3

Rule 3.19A.3

Appendix 3Z

Final Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity	James Hardie Industries plc
ABN	097 829 895

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director	Jack TRUONG
Date of last notice	3 September 2021
Date that director ceased to be director	6 January 2022

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities<br><br><br><br>279,383 ordinary shares/CUFs registered in the name of the Director (15,417 are in a holding lock until 21 August 2022 and 47,508 until 17 August 2023 and 6,921 until 20 August 2023).
+ See chapter 19 for defined terms.
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11/3/2002 Appendix 3Z Page 1

Appendix 3Z<br><br>Final Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest

Number & class of securities Restricted Stock Units (RSUs) are contractual entitlements to be issued ordinary shares/CUFs upon satisfaction of certain conditions. Current interests in contracts: *ROCE RSUs •11,370 ROCE RSUs with a vesting date of 21 Aug 2022 •75,545 ROCE RSUs with a vesting date of 17 Aug 2022 •82,131 ROCE RSUs with a vesting date of 17 Aug 2023 •82,358 ROCE RSUs with a vesting date of 17 Aug 2024 *TSR RSUs •20,575 TSR RSUs with a vesting date of 21 Aug 2022 •139,432 TSR RSUs with a vesting date of 17 Aug 2022 •127,083 TSR RSUs with a vesting date of 17 Aug 2023 •130,513 TSR RSUs with a vesting date of 17 Aug 2024 *All unvested ROCE RSUs and TSR RSUs will lapse with effect on 6 January 2022 (US time).

Part 3 – Director’s interests in contracts

Detail of contract	Not applicable
Nature of interest	Nil
Name of registered holder<br><br>(if issued securities)	Not applicable
+ See chapter 19 for defined terms.
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Appendix 3Z Page 2 11/3/2002

Appendix 3Z<br><br>Final Director’s Interest Notice
No. and class of securities to which interest relates	Nil
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+ See chapter 19 for defined terms.
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11/3/2002 Appendix 3Z Page 3

James Hardie Industries plc 6-K, filed Jan 7, 2022

About this 6-K