CRH PLC filed SEC Form 8-K: Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$CRH
Building Materials
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2025 (May 8, 2025)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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Item 3.03 Material Modification to Rights of Security Holders.
The 2025 Annual General Meeting of Shareholders (the ‘2025 AGM’) of CRH public limited company (the ‘Company’) was held on May 8, 2025. The rights of shareholders of the Company are governed by its Memorandum and Articles of Association (the ‘Articles’) and the Irish Companies Act 2014. At the 2025 AGM, the Company’s shareholders considered and approved, among other things, certain amendments to the Company’s Articles (see Proposals 10, 11 and 12 in Item 5.07 below). The amendments to the Company’s Articles are effective from May 8, 2025.
A description of the amendments to the Articles is set forth in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on March 28, 2025 (the ‘Proxy Statement’), under the sections titled “Proposal 10: Approval of Certain Amendments to the Articles of CRH plc with respect to Advance Notice Provisions and Information and Procedural Requirements for Shareholder Proposals, including Nominations of Directors,” “Proposal 11: Approval of Certain Amendments to the Articles of CRH plc to (a) Provide for a Plurality Voting Standard in the Event of Contested Director Elections; and (b) Grant the Board of Directors Sole Authority to Determine its Size and Provide for the Possibility of Holdover Directors in the Event of No Directors Receiving Sufficient Votes for Election,” and “Proposal 12: Approval of Certain Amendments to the Articles of CRH plc to Provide that the Limit on Directors’ Fees should be determined by the Board of Directors and to Make Certain Administrative Amendments,” respectively, and is incorporated by reference into this Item 3.03.
The foregoing description, and the descriptions in the Proxy Statement, do not purport to be complete and are qualified in their entirety by reference to the full text of the Articles as amended and restated, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2025 AGM, the Company’s shareholders voted to approve the CRH plc Equity Incentive Plan (the ‘Equity Incentive Plan’), which had previously been approved by the Board of Directors of the Company (the ‘Board’). A description of the material terms of the Equity Incentive Plan are included in the Proxy Statement under the section titled “Proposal 4: Approval of the CRH plc Equity Incentive Plan,” and is incorporated herein by reference. As further described in the Proxy Statement, the Equity Incentive Plan will replace the Company’s 2014 Performance Share Plan, and all other Board-approved discretionary share plans in operation (other than the Company’s Savings-related Share Option and the Share Participation
Schemes) and no further awards will be granted under these plans. An aggregate of 15 million of the Company’s ordinary shares has been reserved for issuance under the Equity Incentive Plan.
The foregoing description, and the description of the material terms contained in the Proxy Statement, do not purport to be complete and are qualified in their entirety by reference to the full text of the Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Copies of the forms of award agreement, which will be used in connection with awards of restricted share units, awards of performance share units and awards of restricted share units to non-management Directors made under the Equity Incentive Plan, are attached as Exhibits 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth above under Item 3.03 is hereby incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2025 AGM on May 8, 2025. There were 677,867,916 ordinary shares eligible to be voted at the 2025 AGM. 527,199,858 ordinary shares were represented in person or by proxy, which constituted a quorum. Shareholders approved Proposals 1(a) through 1(l), 4, 5(b), 6, 7, 8, 9, 10, 11(a), 11(b) and 12, respectively. In addition, the shareholders approved, on an advisory basis, (i) Proposals 2 and 5(a) and (ii) the option of holding a “Say-on-Pay” vote every year under Proposal 3.
The final voting results for each matter are as follows:
Proposals 1(a)-(l). By separate resolutions, to re-elect each of the 12 Director nominees:
Nominees | For | Against | Abstain | Broker Non-Votes | |||||||||||||
(a) | Richie Boucher | 474,966,274 | 27,065,642 | 1,545,761 | 23,620,767 | ||||||||||||
(b) | Caroline Dowling | 499,581,539 | 2,448,754 | 1,544,104 | 23,620,767 | ||||||||||||
(c) | Richard Fearon | 484,399,570 | 17,632,872 | 1,545,235 | 23,620,767 | ||||||||||||
(d) | Johan Karlström | 497,038,895 | 4,994,061 | 1,546,135 | 23,620,767 | ||||||||||||
(e) | Shaun Kelly | 499,573,195 | 2,441,437 | 1,559,054 | 23,620,767 | ||||||||||||
(f) | Badar Khan | 499,663,050 | 2,361,508 | 1,547,780 | 23,620,767 | ||||||||||||
(g) | Lamar McKay | 488,686,002 | 13,339,477 | 1,538,795 | 23,620,767 | ||||||||||||
(h) | Jim Mintern | 501,900,102 | 105,581 | 1,566,655 | 23,620,767 | ||||||||||||
(i) | Gillian L. Platt | 495,415,998 | 6,600,736 | 1,554,893 | 23,620,767 | ||||||||||||
(j) | Mary K. Rhinehart | 494,816,519 | 7,218,199 | 1,538,968 | 23,620,767 | ||||||||||||
(k) | Siobhán Talbot | 499,221,671 | 2,809,804 | 1,543,863 | 23,620,767 | ||||||||||||
(l) | Christina Verchere | 501,616,955 | 406,713 | 1,545,071 | 23,620,767 | ||||||||||||
Proposal 2. To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers for 2024 (“Say-on-Pay”):
For | Against | Abstain | Broker Non-Vote | ||||||||
| 474,768,241 | 27,235,035 | 1,543,088 | 23,620,767 | ||||||||
Proposal 3. To approve, on an advisory basis, the frequency of future “Say-on-Pay” votes:
Annually | Every 2 Years | Every 3 Years | Abstain | Broker Non-Vote | ||||||||||
| 499,105,127 | 154,673 | 2,782,436 | 1,506,867 | 23,620,767 | ||||||||||
Proposal 4. To approve the CRH plc Equity Incentive Plan:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 483,930,381 | 18,075,734 | 1,565,833 | 23,620,767 | ||||||||
Proposal 5(a) - (b). By separate resolutions: (a) to ratify, in a non-binding vote, the appointment of Deloitte & Touche LLP (‘Deloitte U.S.’) as the independent registered public accounting firm of the Company for fiscal 2025; and (b) to authorize, in a binding vote, the Board to fix the compensation of Deloitte U.S., Deloitte Ireland LLP and other Deloitte affiliates:
For | Against | Abstain | Broker Non-Vote | |||||||||||
(a) | 516,221,500 | 8,797,864 | 2,113,369 | 0 | ||||||||||
(b) | 525,331,715 | 289,826 | 1,518,545 | 0 | ||||||||||
Proposal 6. To renew the annual authority of the Board to issue ordinary shares of the Company:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 509,873,651 | 15,694,445 | 1,571,990 | 0 | ||||||||
Proposal 7. To renew the annual authority of the Board to issue ordinary shares of the Company for cash without first offering shares to existing shareholders:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 453,407,879 | 72,126,446 | 1,598,408 | 0 | ||||||||
Proposal 8. To renew the annual authority of the Board to make market purchases and overseas market purchases of ordinary shares of the Company:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 524,339,184 | 589,209 | 2,205,992 | 0 | ||||||||
Proposal 9. To determine the price range at which the Company can re-issue ordinary shares of the Company that it holds as treasury shares:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 520,965,850 | 3,942,322 | 2,226,213 | 0 | ||||||||
Proposal 10. To amend the Company’s Articles to clarify the advance notice requirements for Director nominations and other shareholder proposals:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 501,181,090 | 791,102 | 1,541,426 | 23,620,767 | ||||||||
Proposal 11(a) - (b). By separate resolutions, to amend the Company’s Articles to: (a) provide for a plurality voting standard in the event of contested Director elections; and (b) grant the Board sole authority to determine its size and to ensure re-election of at least the minimum number of Directors required:
For | Against | Abstain | Broker Non-Vote | |||||||||||
(a) | 501,352,634 | 626,106 | 1,533,226 | 23,620,767 | ||||||||||
(b) | 498,756,359 | 3,224,304 | 1,531,303 | 23,620,767 | ||||||||||
Proposal 12. To amend the Company’s Articles to provide the Board with the ability to determine the fees payable to the non-management Directors and make certain administrative amendments:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 496,875,173 | 5,115,352 | 1,528,105 | 23,620,767 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
3.1 | ||||||||
| 10.1* | ||||||||
| 10.2* | ||||||||
| 10.3* | ||||||||
| 10.4* | ||||||||
104 | Cover Page Interactive Data File (formatted in Inline XBRL) | |||||||
| * | Management compensation plan or arrangement. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 9, 2025
| CRH public limited company | ||||||||||||||||||||
| /s/ Neil Colgan | ||||||||||||||||||||
| By: | Neil Colgan | |||||||||||||||||||
| Company Secretary | ||||||||||||||||||||