CRH (NYSE: CRH) investors approve director slate, pay and preference share cancellation
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CRH public limited company reported the results of its 2026 Annual General Meeting. Shareholders re-elected all 12 director nominees, each receiving over 506 million votes in favor in most cases, confirming broad support for the existing board.
Investors also approved, on an advisory basis, 2025 executive compensation, with 494,527,037 votes for and 33,803,416 against. They ratified Deloitte & Touche LLP and related Deloitte firms as auditors and authorized the Audit Committee to set their compensation. The meeting renewed annual authorities for the board to issue ordinary shares, issue shares for cash without first offering them to existing shareholders, repurchase shares on the market, and re-issue treasury shares.
Shareholders further backed a series of changes related to the Company’s preference shares, including schemes of arrangement to cancel the 5% cumulative and 7% “A” cumulative preference shares, a related reduction of capital, and amendments to CRH’s Memorandum and Articles of Association. They also approved deleting the director qualification shareholding requirement from the Articles.
Positive
- None.
Negative
- None.
Insights
CRH shareholders endorsed the existing board, pay practices, and capital authorities, while simplifying its share structure.
The voting outcomes show strong shareholder backing for CRH’s board and governance framework. All 12 directors were re-elected, and the advisory vote on 2025 executive compensation passed with a clear majority, suggesting broad acceptance of leadership and pay policies as presented.
Shareholders renewed key capital-management authorities, including issuing shares, issuing for cash without pre-emption, repurchasing shares, and re-issuing treasury stock. They also approved schemes to cancel 5% cumulative and 7% “A” cumulative preference shares and amend the Memorandum and Articles of Association, indicating support for simplifying the capital structure and updating constitutional documents.
The approval to remove the director qualification shareholding requirement modernizes board eligibility criteria. Overall, these results depict continuity in governance and give CRH flexibility in managing its equity and capital structure, with detailed financial effects to be understood through subsequent disclosures and regular financial reports.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Directors re-elected: 12 nominees
Say-on-Pay For votes: 494,527,037 votes
Say-on-Pay Against votes: 33,803,416 votes
+5 more
8 metrics
Directors re-elected
12 nominees
Proposals 1(a)-(l) at 2026 AGM
Say-on-Pay For votes
494,527,037 votes
Advisory 2025 executive compensation approval
Say-on-Pay Against votes
33,803,416 votes
Advisory 2025 executive compensation
Auditor ratification For
544,173,530 votes
Ratification of Deloitte U.S. for fiscal 2026
Share issuance authority For
516,891,381 votes
Renewal of authority to issue ordinary shares
Share repurchase authority For
544,448,635 votes
Renewal of authority to make market repurchases
Preference share schemes For
528,036,034 votes
Approval of schemes to cancel preference shares
Articles amendment For
528,510,179 votes
Deletion of director qualification shareholding requirement
Key Terms
Say-on-Pay, schemes of arrangement, treasury shares, reduction of capital, +2 more
6 terms
Say-on-Pay financial
"To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers for 2025 (‘Say-on-Pay’)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
schemes of arrangement regulatory
"To approve the schemes of arrangement to cancel the 5% cumulative preference shares and the 7% “A” cumulative preference shares"
A scheme of arrangement is a legally approved plan that lets a company reorganize ownership, merge with another business, or rearrange its debts after receiving backing from its shareholders and a court. For investors it matters because the approved plan can change who owns the company, alter share counts or rights, and affect future payments and risk — like a group decision, overseen by a referee, that reshapes value and payouts.
reduction of capital regulatory
"To approve the proposed cancellation of the Preference Shares by way of reduction of capital"
A reduction of capital is a formal action a company takes to shrink the amount of money recorded as its official share capital, either by lowering the value of each share or cancelling shares. For investors it matters because it changes the company’s balance sheet and can affect share ownership, per-share value, and the company’s ability to pay dividends or absorb losses—think of trimming the size of a pie to reshape slices or return extra filling to the baker.
Memorandum and Articles of Association regulatory
"To approve certain amendments to the Company’s Memorandum and Articles of Association"
Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.
broker non-votes financial
"For | Against | Abstain | Broker Non-Vote"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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 7, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | ||
(Registrant’s telephone number, including area code)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||||||||
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.
CRH public limited company (the ‘Company’) held its 2026 Annual General Meeting of Shareholders (the ‘2026 AGM’) on May 7, 2026. Shareholders approved Proposals 1(a) through 1(l), 3(b), 4, 5, 6, 7, 8, 9, 10, 11, and 12, respectively. In addition, the shareholders approved, on an advisory basis, Proposals 2 and 3(a).
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 | 510,550,968 | 18,384,546 | 1,015,270 | 16,133,474 | ||||||||||||
(b) | Caroline Dowling | 527,430,810 | 1,507,349 | 1,012,625 | 16,133,474 | ||||||||||||
(c) | Richard Fearon | 523,504,104 | 5,417,782 | 1,024,704 | 16,133,474 | ||||||||||||
(d) | Johan Karlström | 527,421,640 | 1,509,108 | 1,015,842 | 16,133,474 | ||||||||||||
(e) | Shaun Kelly | 528,005,911 | 920,267 | 1,024,606 | 16,133,474 | ||||||||||||
(f) | Badar Khan | 524,921,240 | 4,005,672 | 1,014,431 | 16,133,474 | ||||||||||||
(g) | Lamar McKay | 515,535,800 | 13,385,034 | 1,021,616 | 16,133,474 | ||||||||||||
(h) | Jim Mintern | 527,391,671 | 1,548,850 | 1,006,876 | 16,133,474 | ||||||||||||
(i) | Gillian L. Platt | 523,027,481 | 5,896,329 | 1,015,928 | 16,133,474 | ||||||||||||
(j) | Mary K. Rhinehart | 506,174,538 | 22,746,666 | 1,017,999 | 16,133,474 | ||||||||||||
(k) | Siobhán Talbot | 524,414,335 | 4,515,336 | 1,016,384 | 16,133,474 | ||||||||||||
(l) | Christina Verchere | 526,465,907 | 2,460,665 | 1,016,631 | 16,133,474 | ||||||||||||
Proposal 2. To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers for 2025 (‘Say-on-Pay’):
For | Against | Abstain | Broker Non-Vote | ||||||||
| 494,527,037 | 33,803,416 | 1,584,889 | 16,133,474 | ||||||||
Proposal 3(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 year 2026; and (b) to authorize, in a binding vote, the Audit Committee to fix the compensation of Deloitte U.S., Deloitte Ireland LLP, the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates:
For | Against | Abstain | Broker Non-Vote | |||||||||||
(a) | 544,173,530 | 924,203 | 951,083 | 0 | ||||||||||
(b) | 544,880,566 | 222,396 | 949,513 | 0 | ||||||||||
Proposal 4. To renew the annual authority of the board of directors of the Company (the ‘Board’) to issue ordinary shares of the Company:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 516,891,381 | 28,188,282 | 968,618 | 0 | ||||||||
Proposal 5. 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 | ||||||||
| 487,535,910 | 57,528,452 | 983,919 | 0 | ||||||||
Proposal 6. To renew the annual authority of the Board to make market repurchases and overseas market repurchases of ordinary shares of the Company:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 544,448,635 | 646,500 | 953,146 | 0 | ||||||||
Proposal 7. To renew the annual authority to re-issue treasury shares and determine the price range at which the Company can re-issue such shares of the Company that it holds as treasury shares:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 544,069,581 | 972,717 | 1,005,983 | 0 | ||||||||
Proposal 8. To approve the schemes of arrangement to cancel the 5% cumulative preference shares and the 7% “A” cumulative preference shares (collectively, the ‘Preference Shares’) and the granting of authority to the Board to take all such actions as it considers necessary or appropriate to give effect to the schemes of arrangement:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 528,036,034 | 116,760 | 1,762,013 | 16,133,474 | ||||||||
Proposal 9. To approve the proposed cancellation of the Preference Shares by way of reduction of capital (holders of the 7% “A” cumulative preference shares and holders of the ordinary shares voting as a single class):
For | Against | Abstain | Broker Non-Vote | ||||||||
| 528,235,359 | 130,254 | 1,761,414 | 16,133,474 | ||||||||
Proposal 10. To approve the variation to the Company’s authorized share capital by the removal of any cancelled Preference Shares in connection with the proposed cancellation of the Preference Shares:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 528,010,002 | 146,429 | 1,758,376 | 16,133,474 | ||||||||
Proposal 11. To approve certain amendments to the Company’s Memorandum and Articles of Association (the ‘Articles’) in connection with the proposed cancellation of the Preference Shares:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 528,000,185 | 137,688 | 1,776,934 | 16,133,474 | ||||||||
Proposal 12. To approve an Amendment to the Company’s Articles to delete the qualification shareholding requirement for directors set forth therein:
For | Against | Abstain | Broker Non-Vote | ||||||||
| 528,510,179 | 434,019 | 970,609 | 16,133,474 | ||||||||
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 7, 2026
| CRH public limited company | ||||||||||||||||||||
| /s/ Neil Colgan | ||||||||||||||||||||
| By: | Neil Colgan | |||||||||||||||||||
| Company Secretary | ||||||||||||||||||||