Does this 8-K disclose any new financial results or material transactions?

No. The filing is a Regulation FD disclosure that furnishes the 2024 Notice of Meeting and Proxy Statement and form of proxy. It does not report new financial results, and the information is furnished rather than filed for purposes of Section 18 of the Exchange Act.

When and where is the 2024 Annual General Meeting, and who is eligible to vote?

The AGM will be held on April 25, 2024 at 11:00 a.m. (Dublin) at the Royal Marine Hotel in Dun Laoghaire, Ireland. Shareholders of record as of 7:00 p.m. Dublin time (3:00 p.m. New York time) on March 14, 2024 are entitled to vote.

What changes in shareholder returns should investors note?

CRH repurchased $3.0 billion of shares in 2023 and extended its buyback with a further $0.3 billion tranche to be completed by May 9, 2024. The dividend per share rose 5% to $1.33 for 2023, and the company is transitioning to quarterly dividends in 2024, with the final 2023 dividend paid early as a second interim dividend on January 17, 2024.

Are there any notable governance or compensation changes investors should watch?

Yes. CRH's primary listing moved to the NYSE in 2023, and it now voluntarily reports on U.S. domestic forms. The current compensation policy stays in place through 2024, with a new framework aligned to U.S. norms planned for 2025. Shareholders will also vote on an advisory basis on 2023 executive compensation, and a future vote on the frequency of say-on-pay is expected at the 2025 AGM.

What are the key authorities shareholders are being asked to renew?

Shareholders are asked to renew authority to issue shares up to 20% of issued share capital, to disapply pre-emption rights up to 20%, and to make market purchases of up to 10% of issued share capital. They are also asked to set the price range for re-issuing treasury shares at 95% to 120% of the five-day average market price. These authorities expire at the 2025 AGM or October 25, 2025, whichever is earlier.

CRH 8-K: Regulation FD — Mar 15, 2024

01—Abstract

Summary

Summary of the 8-K filed March 15, 2024. Cited figures are marked; the original filing is the authoritative source.

CRH plc's March 15, 2024 Form 8-K is a routine Regulation FD furnishing that delivers the Notice of Meeting and Proxy Statement for its 2024 Annual General Meeting, to be held April 25, 2024 in Dublin, along with the form of proxy.

No new financial results, transactions, or material events are reported in the filing itself; the substantive content is in the exhibits and is furnished rather than filed under Section 18 of the Exchange Act. The proxy materials point to a strong 2023. CRH reported record Adjusted EBITDA of $6.2 billion^a (up 15%), EPS of $4.36 (or $4.65 excluding a non-cash impairment, up 30%), operating cash flow of $5.0 billion, and a return on net assets of 15.3%.

The company repurchased $3.0 billion^b of shares in 2023, extended its buyback with an additional $0.3 billion tranche to be completed by May 9, 2024, and accelerated its final dividend into a second interim payment on January 17, 2024 to support a move to quarterly dividends in 2024. From a governance standpoint, the key developments are the completion of the primary listing transfer to the NYSE (effective September 25, 2023), a move to U.S. GAAP and voluntary Form 10-K filing, and the planned introduction of a U.S.-style compensation framework in 2025.

Shareholders are asked to re-elect 13 directors, ratify Deloitte as auditor, hold advisory votes on 2023 executive compensation, and renew share issuance, pre-emption disapplication (up to 20%^c), buyback (up to 10%), and treasury share re-issue authorities. The board unanimously recommends voting FOR all proposals.

02—Key points

Key Highlights

Record 2023 performance: Adjusted EBITDA rose 15% to $6.2B and EPS rose 22% to $4.36 (30% higher to $4.65 excluding a non-cash impairment), with operating cash flow up 32% to $5.0B.
Shareholder returns: $3.0B of share buybacks in 2023 (54.9M shares), a further $0.3B tranche extended through May 9, 2024, and a 5% dividend increase with the final dividend accelerated into January 2024.
Listing and reporting transition: Primary listing moved to the NYSE effective September 25, 2023, and CRH now voluntarily files a Form 10-K under U.S. GAAP while remaining a Foreign Private Issuer.
Governance: All 13 directors are up for annual re-election; 11 of 13 are independent, with Albert Manifold and Jim Mintern as the executive directors. Richie Boucher serves as Chairman.
Proposals requiring a vote: Director re-elections, advisory say-on-pay, Deloitte ratification, share issuance authority (20%), pre-emption disapplication (20%), share buyback authority (10%), and treasury share re-issue price range (95%-120% of market price).
Compensation: The 2022 compensation policy continues through 2024, and a Board-approved framework aligned with U.S. norms is planned for 2025. The 2021 PSP award vested at 100%.
Strategic positioning: North America represents about 75% of Adjusted EBITDA; the company reorganized into CRH Americas and CRH Europe divisions and completed a $2.1B Texas cement and ready-mix acquisition and a $1.1B European Lime divestiture agreement.

03—Questions

Frequently Asked Questions

Does this 8-K disclose any new financial results or material transactions?
No. The filing is a Regulation FD disclosure that furnishes the 2024 Notice of Meeting and Proxy Statement and form of proxy. It does not report new financial results, and the information is furnished rather than filed for purposes of Section 18 of the Exchange Act.
When and where is the 2024 Annual General Meeting, and who is eligible to vote?
The AGM will be held on April 25, 2024 at 11:00 a.m. (Dublin) at the Royal Marine Hotel in Dun Laoghaire, Ireland. Shareholders of record as of 7:00 p.m. Dublin time (3:00 p.m. New York time) on March 14, 2024 are entitled to vote.
What changes in shareholder returns should investors note?
CRH repurchased $3.0 billion of shares in 2023 and extended its buyback with a further $0.3 billion tranche to be completed by May 9, 2024. The dividend per share rose 5% to $1.33 for 2023, and the company is transitioning to quarterly dividends in 2024, with the final 2023 dividend paid early as a second interim dividend on January 17, 2024.
Are there any notable governance or compensation changes investors should watch?
Yes. CRH's primary listing moved to the NYSE in 2023, and it now voluntarily reports on U.S. domestic forms. The current compensation policy stays in place through 2024, with a new framework aligned to U.S. norms planned for 2025. Shareholders will also vote on an advisory basis on 2023 executive compensation, and a future vote on the frequency of say-on-pay is expected at the 2025 AGM.
What are the key authorities shareholders are being asked to renew?
Shareholders are asked to renew authority to issue shares up to 20% of issued share capital, to disapply pre-emption rights up to 20%, and to make market purchases of up to 10% of issued share capital. They are also asked to set the price range for re-issuing treasury shares at 95% to 120% of the five-day average market price. These authorities expire at the 2025 AGM or October 25, 2025, whichever is earlier.

04—Continue

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