James Hardie Industries (JHX) Proxy filing summary

Executive summary

• Completed acquisition of The AZEK Company in July 2025, creating a $5B leader in home exteriors and outdoor living materials, with integration ahead of schedule and strong customer demand for expanded offerings.

• Fiscal 2026 financial highlights: $4.8B net sales, $590M cash from operations, $104M net income, $1.3B adjusted EBITDA, and $314M free cash flow.

• Board refreshed with new Chair and directors, focusing on shareholder engagement, trust rebuilding, and aligning governance with U.S. practices as over 50% of shareholders are now U.S.-domiciled.

• AGM scheduled for August 20, 2026, with shareholders voting on director elections, executive compensation, auditor ratification, amendments to Articles, and other key proposals.

Voting matters and shareholder proposals

• Proposals include election/re-election of directors, advisory votes on executive compensation and its frequency, CEO equity grant, director equity plan, increase to director fee pool, approval of financial statements, auditor ratification, and amendments to Articles for classified board provisions.

• Board recommends voting FOR all proposals except the director fee pool increase, for which no recommendation is made due to potential conflicts.

• Shareholders can submit proposals for the 2027 AGM by March 3, 2027, under Rule 14a-8.

Board of directors and corporate governance

• Board consists of eight non-executive directors and one executive director (CEO), with recent additions to enhance diversity and expertise.

• All standing committees are 100% independent; Chair is independent and board regularly meets in executive session.

• Board skills matrix reviewed annually to ensure alignment with strategic needs, including manufacturing, finance, risk management, and sustainability.

• Board committees: Audit, People & Compensation, Nominating & Governance, and ad hoc Integration & Performance Committee for AZEK integration.

• Amendments proposed to apply classified board provisions to all directors, including the CEO.