8-K

CRH PUBLIC LTD CO 8-K Report (Mar 18, 2014)

Filed March 18, 2014For Securities:CRH

Summary

CRH Public Limited Company filed an 8-K on March 18, 2014, primarily to announce the convening of its Annual General Meeting (AGM) scheduled for May 7, 2014. The key focus of this filing is the proposal and detailed explanation of a new 2014 Performance Share Plan (2014 PSP) designed to align executive compensation with long-term company performance and shareholder value creation. This plan replaces existing incentive structures and introduces a more simplified framework with a significant portion of awards tied to Total Shareholder Return (TSR) and cumulative cash flow, alongside a post-vesting holding period to further align executive and shareholder interests. The filing also includes the formal Notice of the AGM, outlining ordinary business such as the consideration of financial statements, dividend declaration, re-election of directors, and auditor appointments. Shareholders are provided with detailed information on the proposed resolutions, including the renewal of authorities for share allotments and purchases, and specifically, the resolution to approve the establishment of the 2014 PSP. The company emphasizes that the proposed remuneration changes have undergone shareholder consultation and are considered to be in the best interests of the company and its shareholders.

Key Highlights

  • 1CRH announced its Annual General Meeting (AGM) will be held on May 7, 2014, in Dun Laoghaire, Co. Dublin.
  • 2The primary purpose of the AGM is to approve the establishment of a new 'CRH 2014 Performance Share Plan' (2014 PSP) for executive compensation.
  • 3The 2014 PSP aims to simplify remuneration, enhance long-term alignment with shareholder interests, and better recruit and retain talent.
  • 4Awards under the 2014 PSP will be linked to Total Shareholder Return (TSR) against sector peers (75% weighting) and cumulative cash flow (25% weighting).
  • 5A two-year post-vesting holding period for awards is proposed to further align executive and shareholder interests.
  • 6The filing includes resolutions for the re-election of all directors and standard AGM business such as financial statement review, dividend declaration, and auditor appointments.
  • 7Shareholders are provided with detailed information and proxy voting instructions, with a deadline of May 5, 2014, for proxy submissions.

Frequently Asked Questions

This 8-K filing primarily serves to notify shareholders about the upcoming Annual General Meeting (AGM) on May 7, 2014, and to provide detailed information regarding the resolutions to be voted on, particularly the proposed new 'CRH 2014 Performance Share Plan' (2014 PSP).

The 2014 PSP is designed to link executive pay to performance. Key features include a significant portion of awards tied to Total Shareholder Return (TSR) and cumulative cash flow, a simplification of existing incentive plans, and a mandatory two-year holding period after awards vest, aimed at increasing alignment with shareholder interests.

Shareholders can vote by attending the AGM on May 7, 2014, or by submitting a proxy form. Proxy forms must be received by the company's Registrar, Capita Asset Services, no later than 11:00 a.m. on May 5, 2014. Proxies can be submitted by mail, hand delivery, or electronically via the Registrar's website.

Yes, the AGM agenda includes routine business such as the consideration of the 2013 financial statements and reports, the declaration of a dividend, the re-election of all directors, and the appointment/continuation of auditors. Shareholder approval is also sought for authorities related to share allotments, share purchases, and scrip dividends.