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): June 27, 2025
THE AZEK COMPANY INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39322
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90-1017663
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1330 W Fulton Street, Suite 350
Chicago, Illinois
(Address of principal executive offices)
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60607
(Zip Code)
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Registrant’s telephone number, including area code: (877) 275-2935
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.001 per share
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AZEK
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New York Stock Exchange
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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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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On June 27, 2025, The AZEK Company Inc., a Delaware corporation (“AZEK”), held a special meeting of stockholders (the “Special Meeting”) to consider
certain proposals related to the Agreement and Plan of Merger, dated as of March 23, 2025, by and among James Hardie Industries plc (“James Hardie”), Juno Merger Sub Inc. (“Merger Sub”) and AZEK (as amended on May 4, 2025, the “Merger Agreement”). On
the terms of the Merger Agreement and subject to the conditions set forth therein, Merger Sub will merge with and into AZEK (the “Merger”), with AZEK surviving the Merger as an indirect wholly owned subsidiary of James Hardie.
At the Special Meeting, the matters disclosed in AZEK’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission
(the “SEC”) on May 29, 2025, and mailed to AZEK’s stockholders commencing on or about May 29, 2025, were presented to the stockholders.
As of the close of business on May 27, 2025, the record date for the Special Meeting, there were 143,854,293 shares of AZEK common stock, par value
$0.001 per share (“Common Stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 109,027,084 shares of Common Stock, representing approximately 76% of the total voting power of the issued
and outstanding shares of Common Stock as of the record date, were present in person by remote communication or represented by proxy, constituting a quorum.
Proposal 1: The Merger Proposal
At the Special Meeting, AZEK stockholders approved a proposal to adopt the Merger Agreement.
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Votes For
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Votes Against
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Abstentions
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108,771,210
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38,994
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216,880
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Proposal 2: The Merger-Related Compensation Proposal
At the Special Meeting, AZEK stockholders approved, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable
to AZEK’s named executive officers in connection with the transactions contemplated by the Merger Agreement.
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Votes For
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Votes Against
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Abstentions
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105,985,608
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2,634,547
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406,929
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Proposal 3: The Adjournment Proposal
At the Special Meeting, AZEK stockholders approved the adjournment or postponement of the Special Meeting to a later date or dates, if necessary or
appropriate, to solicit additional proxies in the event there were not sufficient votes at the time of the special meeting to approve the Merger Proposal or to ensure that any supplement or amendment to the proxy statement/prospectus accompanying
this notice was timely provided to AZEK stockholders.
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Votes For
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Votes Against
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Abstentions
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104,653,808
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4,035,810
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337,466
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Completion of the Merger remains subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement.
On June 27, 2025, AZEK issued a press release announcing the voting results of the Special Meeting and that AZEK expects the Merger to close on July 1,
2025, subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit 99.1
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Press Release, dated as of June 27, 2025
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Exhibit 104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
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Cautionary Disclosure Regarding Forward-Looking Statements
Statements in this report that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties and are 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 proposed transaction between AZEK and James Hardie (the “Transaction”), including estimated
synergies, and the expected timing of completion of the Transaction; AZEK’s future performance or expectations; and AZEK’s plans, objectives or goals. Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,”
“predict,” “trend,” “forecast,” “guideline,” “aim,” “objective,” “will,” “should,” “could,” “likely,” “continue,” “may,” “objective,” “outlook” and similar expressions may identify forward-looking statements but are not the exclusive means of
identifying such statements. Investors are cautioned not to place undue reliance on forward looking statements.
Forward-looking statements of AZEK and James Hardie, respectively, are based on the current expectations, estimates and assumptions of AZEK and James Hardie,
respectively, 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 control of AZEK or James Hardie.
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
forward-looking statements. These factors include risks and uncertainties relating to the Transaction, including, but not limited to, the possibility that conditions to closing are not satisfied on a timely basis or at all; the possible occurrence of
events that may give rise to a right of either or both of AZEK and James Hardie to terminate the merger agreement providing for the Transaction; possible negative effects of the announcement or the consummation of the Transaction on the market price
of James Hardie’s and/or AZEK’s shares and/or on their respective businesses, financial conditions, results of operations and financial performance; the impact of the additional indebtedness AZEK would incur in connection with the Transaction; risks
relating to the value of the James Hardie shares to be issued in the Transaction and the contemplated listing arrangements for James Hardie shares and depositary interests following the Transaction; risks relating to significant transaction costs
and/or unknown liabilities; the possibility that the anticipated synergies and other benefits from the Transaction cannot be realized in full or at all or may take longer to realize than expected; risks associated with contracts containing consent
and/or other provisions that may be triggered by the Transaction; risks associated with Transaction-related litigation; the possibility that costs or difficulties related to the integration of AZEK’s and James Hardie’s businesses will be greater than
expected; the risk that the Transaction and its announcement could have an adverse effect on the parties’ relationships with its and their employees and other business partners, including suppliers and customers; the potential for the Transaction to
divert the time and attention of management from ongoing business operations; the potential for contractual restrictions under the merger agreement providing for the Transaction to adversely affect the parties’ ability to pursue other business
opportunities or strategic transactions; the risk of other Transaction related disruptions to the businesses, including business plans and operations, of AZEK and James Hardie; and the possibility that, as a result of the Transaction or otherwise,
James Hardie could lose its foreign private issuer status and be required to bear the costs and expenses related to full compliance with rules and regulations that apply to U.S. domestic issuers. There can be no assurance that the Transaction will in
fact be consummated in the manner described or at all.
These factors are not necessarily all of the factors that could cause AZEK’s, James Hardie’s or the combined company’s actual results, performance or achievements to
differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, could also harm AZEK’s, James Hardie’s or the combined company’s results.
The foregoing discussion of risks and uncertainties is not exhaustive; other risks and uncertainties may cause actual results to differ materially from those referenced
in any forward looking statements. All forward-looking statements attributable to AZEK, James Hardie or the combined company, or persons acting on AZEK’s or James Hardie’s behalf, are expressly qualified in their entirety by the cautionary statements
set forth above. Forward looking statements in this report speak only as of the date of this report and are statements of then current expectations concerning future results, events and conditions. Neither AZEK nor James Hardie assumes any obligation
to update any forward looking statements or information except as required by law. If AZEK or James Hardie updates one or more forward-looking statements, no inference should be drawn that AZEK or James Hardie will make additional updates with
respect to those or other forward-looking statements. Further information regarding AZEK, James Hardie and factors that could affect the forward-looking statements contained herein can be found in AZEK’s Annual Report on Form 10-K for the fiscal year
ended September 30, 2024, and in its other documents filed or furnished with the U.S. Securities and Exchange Commission (“SEC”), and in James Hardie’s Annual Report on Form 20-F for the fiscal year ended March 31, 2025, and in its other documents
filed or furnished with the SEC.
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 hereunto duly
authorized.
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THE AZEK COMPANY INC.
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Date: June 27, 2025
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By:
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/s/ Morgan Walbridge
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Name:
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Morgan Walbridge
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Title:
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Senior Vice President, Chief Legal Officer & Secretary
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