Investors dump chairwoman Anne Lloyd over Azek deal

“Directors have to come from outside to address the issue and start a rebuild,” ACSI executive manager Ed John said.

The annual meeting on Thursday concluded in 17 minutes, with the company defending its decisions and offering no apology to investors for the board’s actions.

Lloyd did not say who would replace her as chair, but a spokesman said the surviving directors would carefully consider shareholder input as they reviewed the board composition and governance structure.

“Looking ahead, we are focused on taking the right steps to drive shareholder value,” Lloyd told investors.

“At the same time, we recognise that we have more work to do to deliver on our promise to shareholders. Your duly elected board is committed to holding both itself and the management team accountable as we execute our plans to drive out performance over the long term.”

James Hardie chief executive Aaron Erter said that “we take the perspectives of all shareholders seriously” in AGM do***ents published on Wednesday evening.

“We have engaged extensively with many of you during the past several months and deeply appreciate all the feedback that we have heard,” Erter said.

He did not speak at the AGM, and no questions were asked by investors.

Four major proxy advisers recommended dumping the three James Hardie board veterans as well as two of the directors who joined the board from Azek. The latter had previously worked with Erter at another company.

Former Azek directors Gary Hendrickson and Howard Heckes both received votes of more than 40 per cent against their re-election to the James Hardie board.

James Hardie also received a m***ive strike against its remuneration report, with 66 per cent of votes against it. Shareholders also voted down one of Erter’s bonus packages and a resolution to increase board fees by $US1 million.

James Hardie shares are more than 30 per cent below the level they hit before the announcement of the Azek deal, which means investors from both sides of the transaction have lost billions of dollars. They slipped 4 per cent to $32.28 in the morning session on Thursday.

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James Hardie blindsided its shareholders in March with news it was raising billions of dollars in debt to acquire the US group Azek – in a deal offering them $14 billion in cash as well as James Hardie shares.

James Hardie investors later learnt that the ASX gave James Hardie’s board permission to avoid giving them the right to approve the deal.

The group shocked the market again in August when it revealed earnings for the June quarter had sunk, with order volumes going backwards and the demand outlook for the US housing market still challenging.

US law firm Bronstein, Gewirtz & Grossman has now launched a cl*** action lawsuit against James Hardie over the downgrade, which also attracted inquiries from the ASX.

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