Skip to main content

CRH PUBLIC LTD CO

For the period ended Dec 31, 2024. Filed Mar 28, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Mar 28, 2025

CRH$94.81-0.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

General Information

This Notice of Meeting and Proxy Statement relates to the solicitation of votes or proxies by CRH plc, on behalf of its Board of Directors (the “Board”), for use at the Company’s 2025 AGM and at any adjournment or postponement of such meeting. The Company bears the cost of solicitation of proxies by the Company. In addition to this mailing, our Directors, officers, and employees in the ordinary course of their employment, without special compensation other than reimbursement of expenses, may solicit proxies personally, electronically, by telephone, or with additional mailings. We are paying D.F. King a fee of approximately $23,750 for assistance with soliciting proxies. We may also reimburse intermediaries, fiduciaries, custodians, and brokerage houses, for their expenses incurred in forwarding these materials to the beneficial owners of shares held in their names.

In this Notice of Meeting and Proxy Statement, unless otherwise specified or the context otherwise requires, the terms “Company”, “CRH”, “Group”, “we”, “us”, and “our” and other similar terms used in this Notice of Meeting and Proxy Statement refer to CRH plc and its consolidated subsidiaries. Except as otherwise specified or the context otherwise requires, references to years indicate our fiscal year ending December 31 of the respective year.

The Company’s website address iswww.crh.com. We include website addresses throughout this Notice of Meeting and Proxy Statement for reference only. The information contained in, or available through, these websites is not part of, or incorporated by reference into, this Notice of Meeting and Proxy Statement. Addresses, including electronic addresses provided in this Notice of Meeting and Proxy Statement, are provided solely for the purposes so specified. You may not use any electronic address provided in this Notice of Meeting and Proxy Statement or other proxy materials to communicate with the Company for any purpose other than those expressly stated herein or therein.

What is the date, time and location of the 2025 AGM?

The 2025 AGM of CRH plc will be held at the Royal Marine Hotel, Marine Road, Dun Laoghaire, Co. Dublin, Ireland at 11:00 a.m. (Dublin) on Thursday, May 8, 2025.

Where can I locate information regarding the 2025 AGM?

Information regarding the 2025 AGM, including a copy of this Notice of Meeting and Proxy Statement, our 2024 Annual Report, proxy card (together, the "Proxy Materials"), the Irish Statutory Accounts and copies of any other documentation relating to the 2025 AGM, including a full comparison version of the proposed changes to the Company’s Articles, is available on the CRH website, www.crh.com. To access these documents, please select AGM under “Shareholder Centre” in the Investors section of the website.

What is the “Notice-and-Access” model and why did the Company elect to use it?

We are making this Notice of Meeting and Proxy Statement and 2024 Annual Report available to shareholders on the Internet under the SEC’s Notice-and-Access model. On or about March 28, 2025, we will mail to all shareholders (as of the close of business on the Record Date) a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) in lieu of mailing a full printed set of the Proxy Materials. Accordingly, on or about March 28, 2025, our Proxy Materials are first being made available to our shareholders onwww.envisionreports.com/CRH. The Notice of Internet Availability includes instructions for accessing an electronic copy of the Proxy Materials on the internet and for how to vote. The Notice of Internet Availability also includes instructions on how to request a full set of printed Proxy Materials.

We believe the electronic method of delivery under the Notice of Internet Availability model will decrease postage and printing expenses, expedite delivery of Proxy Materials to you, and reduce our environmental impact, and we encourage you to take advantage of the availability of the Proxy Materials on the Internet. If you received the Notice of Internet Availability but would like to receive a full printed set of the Proxy Materials in the mail, you may follow the instructions in the Notice of Internet Availability for requesting such materials.

Why did I receive a Notice in the mail regarding the Notice of Internet Availability of Proxy Materials instead of a full set of printed Proxy Materials?

Under rules adopted by the SEC, we are making the Proxy Materials available to our shareholders primarily through the Internet (“Notice-and-Access”). On or about March 28, 2025, we will mail the Notice of Internet Availability to holders of our ordinary shares at the Record Date (7:00 p.m. (Dublin)/3:00 p.m. (New York) on Wednesday, March 12, 2025, other than to those shareholders who previously requested electronic or paper delivery of communications from us. The Notice of Internet Availability contains instructions on how to access an electronic copy of our Proxy Materials, including this Notice of Meeting and Proxy Statement and our 2024 Annual Report to shareholders. The Notice of Internet Availability also contains instructions on how to request a paper copy of the Proxy Materials. We believe that this process will allow us to provide you with the information you need in a timely manner, while conserving natural resources and lowering the costs of printing and distributing our Proxy Materials.

Can I access proxy materials on the Internet?

The Notice of Internet Availability will provide you with instructions for viewing our proxy materials for the 2025 AGM atwww.envisionreports.com/CRH. You may elect to receive an e-mail, which will provide a link to these documents on the internet instead of waiting to receive the Notice of Internet Availability to access the Proxy Materials.

Can I vote my shares by filling out and returning the Notice of Internet Availability?

No. The Notice of Internet Availability only identifies the items to be voted on at the 2025 AGM. You cannot vote by marking the Notice of Internet Availability and returning it. The Notice of Internet Availability provides instructions on how to cast your vote. For additional information, see “How do I vote my shares and what are the voting deadlines?”

Why didn’t I receive a Notice of Internet Availability in the mail regarding the internet availability of the Proxy Materials?

We are providing some of our shareholders, including shareholders who have previously requested to receive paper copies of the Proxy Materials, with paper copies of the Proxy Materials instead of a Notice of Internet Availability. In addition, we are providing the Proxy Materials by e-mail to those shareholders who have previously elected delivery of the proxy materials electronically. Those shareholders should have received an e-mail containing a link to the website where those materials are available and a link to the proxy voting website.

Why are there two sets of Financial Statements covering the same fiscal period?

CRH's 2024 Annual Report contains financial statements for 2024 prepared in accordance with U.S. GAAP and filed with the SEC on Form 10-K on February 26, 2025.

CRH Notice and Proxy Statement 88

Irish law also requires us to provide you with our Irish Statutory Accounts for our 2024 fiscal year, including the reports of our Directors and auditors thereon, which accounts have been prepared in accordance with IFRS and Irish law. The Irish Statutory Accounts for our 2024 fiscal year are available on the Company's website, www.crh.com, under the heading "Shareholder Centre", and will be laid before the 2025 AGM.

What is the Record Date for the 2025 AGM?

The Record Date for the 2025 AGM is 7:00 p.m. (Dublin)/3:00 p.m. (New York) on Wednesday, March 12, 2025.

A shareholder must hold their interest in CRH plc ordinary shares (see “How do I know what category of shareholder I am?”) on the Record Date in order to exercise their right to participate and vote at the 2025 AGM, and any change after the Record Date shall be disregarded in determining the right of that person to attend and vote at the meeting.

The Record Date is earlier than the date of the 2025 AGM. Accordingly, if a shareholder acquires ordinary shares after the Record Date, they may vote those shares only if they are appointed as a proxy to do so from the person who held the shares on the Record Date.

If the meeting is adjourned, any change to the Record Date (and/or voting deadlines) will be communicated to shareholders by the Company.

Who can vote at the 2025 AGM?

You can vote at the 2025 AGM if you were a shareholder in the Company at 7:00 p.m. (Dublin)/3:00 p.m. (New York) on Wednesday, March 12, 2025.

As at March 12, 2025, there were 677,801,341 ordinary shares outstanding, each of which entitles the holder to one vote for each matter to be voted on at the 2025 AGM.

How do I know what category of shareholder I am?

“Registered shareholders” refers to persons listed on the register of members (i.e. those shareholders whose shareholding is evidenced by their Statement of Holding and who do not hold their interests in shares as street name holders or DI holders).

“Street name holders” refers to persons who hold their interests in CRH plc’s shares in a stock brokerage account or via a broker, bank or other nominee that is a participant in DTC.

“DI holders” refers to holders of CRH plc UK Depository Interests entered in the register of DI Holders of the Company.

References to “shareholder” in this Notice of Meeting and Proxy Statement refers to registered shareholders, street name holders and DI holders.

How do I vote?

The process for appointing a proxy and/or voting in connection with the Proposals to be proposed at the 2025 AGM depends on how you hold your shares (see “How do I know what category of shareholder I am?”).

The information in this section in respect of voting procedures for street name holders and DI holders (see further below) is for guidance only and such persons should consult their stockbroker or the intermediary through which they acquired their shares at the earliest opportunity for further information on the processes and timelines for submitting proxies and voting instructions for the 2025 AGM.

  1. Registered shareholders: Registered shareholders at the Record Date may vote by proxy or in person.

Registered shareholders may vote by proxy in advance of the deadline for voting of 11:00 a.m. (Dublin)/6:00 a.m. (New York) on May 6, 2025 by using any one of the following methods:

(i) online by visitingwww.envisionreports.com/CRH or scanning the QR code and following the instructions on their proxy card; or

(ii) by mail, if a registered shareholder received printed Proxy Materials, by following the instructions on their proxy card and returning their completed proxy card in the postage-paid envelope accompanying their proxy materials.

A registered shareholder may also appoint a proxy by delivering their proxy card (or a proxy in the form set out in Section 184 of the Companies Act 2014) to The Company Secretary, CRH plc, 42 Fitzwilliam Square, Dublin 2, D02 R279, Ireland, to be received no later than 11:00 a.m. (Dublin)/6:00 a.m. (New York) on May 6, 2025. A proxy is not required to be a shareholder of the Company.

Registered shareholders eligible to attend and vote at the 2025 AGM may exercise their right to vote at the 2025 AGM by appointing one or more proxies, who need not be a member, to attend, speak and vote instead of the registered shareholder. Registered shareholders may appoint the Chair of the 2025 AGM or another individual, who need not be a member(s) of the Company, as their proxy. Appointment of a proxy does not preclude members from attending and voting at the 2025 AGM should they subsequently wish to do so.

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered shareholder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members.

Registered shareholders may alternatively attend the 2025 AGM in person to vote in person.

  1. Street name holders: Only those street name holders holding shares on the Record Date are entitled to vote on the Proposals in respect of such shares.

Street name holders may direct their broker, bank or other nominee on how to vote their shares by following the instructions for voting on the voting instruction form provided by their broker, bank or other nominee. If a street name holder does not direct their broker, bank or other nominee on how to vote their shares on their voting instruction form, their shares will not be voted at the 2025 AGM on certain matters (see “What are broker non-votes and what effect do they have?”). Please note that the deadline for voting by street name holders is 4:59 a.m. (Dublin) on May 6, 2025/11:59 p.m. (New York) on May 5, 2025. We encourage street name holders to communicate their voting decisions to their broker, bank or other nominee by the time prescribed by their broker, bank or other nominee well in advance of this deadline to ensure that their vote will be counted.

If a street name holder wishes to vote in person at the 2025 AGM, they must obtain a legal proxy from their broker, bank or other nominee and present it to the Company Secretary or other Company representative, at the 2025 AGM.

CRH Notice and Proxy Statement 89

  1. DI holders: DI holders on the Record Date are entitled to provide voting instructions to Computershare U.K. in respect of the number of DIs registered in their name(s) at that time.

DI holders may direct Computershare U.K. to vote the shares represented by their DIs in two ways:

A. By Internet—CREST. Issue an instruction through the CREST electronic voting appointment service using the procedures described in the CREST manual (available fromwww.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting services provider, who will be able to take the appropriate action on their behalf. For instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear U.K. & International Limited (“EUI”) and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the voting instruction or to an amendment to the instruction given to Computershare U.K., must be transmitted so as to be received by the Company’s agent (ID 3RA50) by no later than 11:00 a.m. (Dublin)/6:00 a.m. (New York) on May 5, 2025.

The time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations apply to the transmission of a CREST Voting Instruction. It is the responsibility of the CREST member to take (or to procure that the CREST sponsor or voting service provider takes) such action necessary to ensure that a CREST Voting Instruction is transmitted by any particular time. CREST members and, where applicable, their CREST sponsors or voting service providers, are referred to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

B. By Mail. Complete and return a Form of Instruction to Computershare U.K. by posting it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom. To be effective, all Forms of Instruction must be received by Computershare U.K. by 11:00 a.m. (Dublin)/6:00 a.m. (New York) on May 6, 2025. Computershare U.K., as the depositary, will then make arrangements to vote your underlying shares according to your instructions.

DI holders who wish to attend and vote at the 2025 AGM in person must obtain a Letter of Representation from their broker or nominee and then provide this letter by e-mail to Computershare U.K. atukallditeam2@computershare.co.uk by 11:00 a.m. (Dublin)/6:00 a.m. (New York) on May 5, 2025. Computershare U.K., on behalf of Computershare Trust Company N.A., will then provide the DI holder with a separate Letter of Representation which will confirm the amount of ordinary shares they will represent, allowing the DI Holder to attend, speak and vote at the 2025 AGM.

DI holders must bring the Letter of Representation and present it to the Company Secretary or other Company representative at the 2025 AGM. Any DI holders that do not follow the above process will be unable to represent their position in person at the AGM.

What are broker non-votes and what effect do they have?

Broker non-votes occur when nominees, such as banks and brokers holding shares in “street name” on behalf of beneficial owners, do not receive voting instructions from the beneficial holders. If that happens, the nominees may vote those shares only on matters deemed “routine” by the NYSE. On “non-routine” matters, nominees cannot vote unless they receive voting instructions from beneficial owners. If your nominee elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not vote.

The proposals at the 2025 AGM that are considered “routine” matters are: Proposal 5 — (A) Appointment of the Auditor; and (B) Authority to Set the Compensation of the Auditor; Proposal 6—Renewal of the Annual Authority of the Board of Directors to Issue Shares; Proposal 7—Renewal of the Annual Authority of the Board of Directors to Issue Shares for Cash without first Offering Shares to Existing Shareholders; Proposal 8—Renewal of the Annual Authority of the Board of Directors to Make Market Purchases and Overseas Market Purchases of the Company’s Issued Share Capital; and Proposal 9—To Determine the Price Range at which the Company can Re-Issue Shares that it Holds as Treasury Shares.

The remaining proposals being considered at the 2025 AGM are considered “non-routine” matters. Therefore, if your shares are held in “street name”and you do not provide instructions as to how your shares are to be voted on Proposals 1, 2, 3, 4, 10, 11 and 12, your broker will not be able to vote your shares on these non-routine proposals.

What constitutes a quorum?

As provided by the Company’s Articles, two shareholders present in person or by proxy who have the right to attend and vote at the meeting constitutes a quorum at the AGM. Abstentions and broker “non-votes” are counted as present for the purposes of determining whether a quorum exists.

Can I revoke my proxy or change my vote after I have voted?

Yes. If you are a registered shareholder and previously voted by Internet, scanning a QR Code or mail, you may revoke your proxy or change your vote by:

voting at a later date by Internet or scanning the QR code as set forth above before the closing of proxy deadline;

mailing a proxy card that is properly signed and dated with a later date than your previous vote and that is received no later than the proxy deadline;

attending the 2025 AGM in Dublin and voting during the meeting; or

sending a written notice of revocation to the Company Secretary, CRH plc, 42 Fitzwilliam Square, Dublin 2, D02 R279, Ireland or by e-mail tocompanysecretarysoffice@crh.com.

If you are a street name holder, you must contact the holder of record to revoke a previously authorized proxy.

UK DI Holders should contact Computershare U.K. for instructions on how to revoke their proxies or change their vote.

How are resolutions put to a vote decided?

All resolutions at the 2025 AGM will be put to a poll. Pursuant to Section 190(b) of the Companies Act 2014, where a poll is taken at the Annual General Meeting, a shareholder, present in person or by proxy, holding more than one share need not cast all his/her votes in the same way.

CRH Notice and Proxy Statement 90

If I attend the 2025 AGM in person, what do I need to bring?

Persons attending the 2025 AGM should bring photographic identification to verify their identify and present it to the Company Secretary or other Company representative at the 2025 AGM.

Persons attending the 2025 AGM (other than registered holders attending in person) must also bring the proxy or other document evidencing their authority to attend and vote at the 2025 AGM (see also “How do I vote?”) and present it to the Company Secretary or other Company representative at the 2025 AGM. During the meeting, persons attending in person may not use cameras, smart phones or other audio, video or electronic recording devices, unless expressly authorized by the Chair of the meeting.

How do I submit director nominees or a shareholder proposal at the 2026 AGM?

Any eligible shareholder who intends to present a proposal at the 2026 Annual General Meeting (“2026 AGM”) and who wishes to have a proposal included in CRH’s proxy statement for that annual meeting pursuant to SEC Rule 14a-8 must deliver the proposal to the Company Secretary on or before November 28, 2025 and must satisfy the rules and regulations of the SEC to be eligible for inclusion in the proxy statement for that meeting. As the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion.

To be eligible for consideration at the 2026 AGM, any nomination or proposal of other business (other than a proposal pursuant to Rule 14a-8) by a shareholder must comply with the procedures and other requirements specified in CRH’s Articles, as amended from time to time. Under CRH’s current Articles, any such proposal may only concern a nominee for election who has consented to such nomination, and that proposal must be received by the Company Secretary not less than seven nor more than 21 days before the 2026 AGM. If Proposal 10 is approved and the Articles are amended as further described on page 35, any nomination or other proposal that is a proper subject for consideration would be required to be received by the Company Secretary not earlier than January 8, 2026 and not later than 5:00 p.m. at CRH’s principal executive offices on February 7, 2026.

Notice provided by shareholders under the SEC’s Rule 14a-19 who intend to solicit proxies in support of nominees submitted pursuant to our Articles must be received by March 9, 2026 and must comply with the requirements of our Articles and the additional requirements of Rule 14a-19(b). Please note that the advance notice requirements of Rule 14a-19 do not override or supersede any longer advance notice requirements or any other requirements in the Articles, including the requirements that would be adopted if Proposal 10 is approved.

All submissions to, or requests of, the Company Secretary should be made to CRH’s principal executive offices at Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland or via e-mail atcompanysecretarysoffice@crh.com. Please ensure that receipt of all submissions is confirmed.

How do I obtain more information about CRH?

A copy of our 2024 Annual Report to shareholders accompanies this Notice of Meeting and Proxy Statement. You may also obtain, free of charge, a copy of that document, our 2024 Annual Report on Form 10-K, our Corporate Governance Guidelines, our Code of Business Conduct and the charters for our Acquisitions, Divestments & Finance, Audit, Compensation, Nomination & Corporate Governance and Safety, Environment & Social Responsibility Committees by writing to CRH plc, c/o Company Secretary, 42 Fitzwilliam Square, Dublin 2, D02 R279, Ireland, or via e-mail atcompanysecretarysoffice@crh.com.

These documents, as well as other information about CRH, are also available on our website atwww.crh.com.

CRH Notice and Proxy Statement 91

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.