8-K: AZEK Stockholders Overwhelmingly Approve Merger with James Hardie, Transaction Expected to Close July 1, 2025

The AZEK Company Inc. stockholders have overwhelmingly approved all proposals related to the proposed merger with James Hardie Industries plc, with the transaction expected to close around July 1, 2025.

Summary

• The AZEK Company Inc. held a special meeting of stockholders on June 27, 2025, to consider proposals related to its merger agreement with James Hardie Industries plc.
• Stockholders approved the proposal to adopt the Merger Agreement with 108,771,210 votes For, 38,994 votes Against, and 216,880 Abstentions. This represents approximately 99.96% of the votes cast and 75.61% of AZEK's total outstanding shares.
• The advisory (non-binding) proposal for merger-related compensation arrangements for named executive officers was also approved with 105,985,608 votes For, 2,634,547 votes Against, and 406,929 Abstentions.
• A proposal to adjourn or postpone the Special Meeting, if necessary, was approved with 104,653,808 votes For, 4,035,810 votes Against, and 337,466 Abstentions.
• As of the record date, May 27, 2025, there were 143,854,293 shares of AZEK common stock outstanding and entitled to vote.
• A quorum was present with 109,027,084 shares of Common Stock, representing approximately 76% of the total voting power.
• Under the terms of the merger agreement, AZEK stockholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie, to be listed on the New York Stock Exchange, for each share of AZEK common stock owned.
• The merger is expected to close on or about July 1, 2025, subject to the satisfaction or waiver of the remaining closing conditions.

Sentiment

Score: 8

Explanation: The document conveys a highly positive sentiment, primarily due to the overwhelming stockholder approval of the merger with James Hardie, which was a critical step towards the transaction's completion. The expected closing date of July 1, 2025, reinforces the positive outlook, despite the standard cautionary language regarding inherent risks.

Positives

• Overwhelming stockholder approval of the merger agreement, with approximately 99.96% of votes cast in favor, indicating strong shareholder confidence.
• The transaction is expected to close on or about July 1, 2025, signaling a timely progression towards completion.
• The merger is described as a 'transformative moment' that combines two purpose-driven teams with complementary capabilities, fostering innovation, sustainability, and long-term value creation.
• The combination is anticipated to enhance value delivery to customers through expanded offerings, greater innovation, and continued best-in-class service.
• The merger is expected to unlock new avenues for growth for the combined entity.
• AZEK's strong industry recognition for sustainability and quality, including being named one of America's Most Responsible Companies by Newsweek and a Top Workplace by the Chicago Tribune, reinforces its positive market standing prior to the merger.

Negatives

• Despite overwhelming approval, 38,994 votes were cast against the Merger Proposal.
• A notable number of votes (2,634,547) were cast against the advisory Merger-Related Compensation Proposal.
• 4,035,810 votes were cast against the Adjournment Proposal.

Risks

• Conditions to closing the merger may not be satisfied on a timely basis or at all.
• Events may occur that give rise to a right for either AZEK or James Hardie to terminate the merger agreement.
• The announcement or consummation of the transaction could have negative effects on the market price of James Hardie's and/or AZEK's shares.
• The merger could negatively impact the respective businesses, financial conditions, results of operations, and financial performance of both companies.
• AZEK would incur additional indebtedness in connection with the transaction, which could have an impact.
• Risks exist relating to the value of the James Hardie shares to be issued in the transaction and their contemplated listing arrangements.
• Significant transaction costs and/or unknown liabilities may arise.
• Anticipated synergies and other benefits from the transaction may not be realized in full or at all, or may take longer to realize than expected.
• Contracts containing consent and/or other provisions may be triggered by the transaction.
• Transaction-related litigation is a possibility.
• Costs or difficulties related to the integration of AZEK's and James Hardie's businesses may be greater than expected.
• The transaction and its announcement could adversely affect relationships with employees and other business partners, including suppliers and customers.
• The transaction may divert the time and attention of management from ongoing business operations.
• Contractual restrictions under the merger agreement could adversely affect the parties' ability to pursue other business opportunities or strategic transactions.
• Other transaction-related disruptions to the businesses, including business plans and operations, of AZEK and James Hardie could occur.
• James Hardie could lose its foreign private issuer status as a result of the transaction, potentially incurring costs and expenses related to full compliance with U.S. domestic issuer rules and regulations.
• There is no assurance that the transaction will be consummated in the manner described or at all.

Future Outlook

The merger between The AZEK Company and James Hardie Industries plc is expected to close on or about July 1, 2025, subject to the satisfaction or waiver of remaining closing conditions. Management anticipates the combination will enhance value delivery to customers through expanded offerings and innovation, while unlocking new avenues for growth.

Management Comments

• "We thank our stockholders for their overwhelming support of this transaction."
• "This is a transformative moment for our company and our people."
• "By combining with James Hardie, we are bringing together two purpose-driven teams with complementary capabilities, united by a commitment to innovation, sustainability, and long-term value creation."
• "Most importantly, this combination enhances our ability to deliver more value to our customers—through expanded offerings, greater innovation, and the continued best-in-class service they expect from our brands—while unlocking new avenues for growth."

Industry Context

This merger represents a significant consolidation in the outdoor living and building materials sector, bringing together AZEK's expertise in low-maintenance, sustainable decking, railing, and trim products with James Hardie's broader building materials portfolio. The emphasis on sustainability and innovation aligns with growing consumer demand for eco-friendly and durable construction solutions, positioning the combined entity to potentially capture a larger market share and drive product development in the evolving industry landscape.

Comparison to Industry Standards

• The AZEK Company is consistently awarded and recognized as a market leader in innovation, quality, aesthetics, and sustainability within the outdoor living products industry.
• AZEK has been named one of America's Most Responsible Companies by Newsweek, a Top Workplace by the Chicago Tribune and U.S. News and World Report, one of Barron's 100 Most Sustainable U.S. Companies, one of TIME's World's Best Companies in Sustainable Growth for 2025, and celebrated in Fast Company's 2024 Brands That Matter list, with TimberTech highlighted as a benchmark brand. These accolades indicate AZEK's strong performance and reputation relative to industry peers in areas of corporate responsibility and product quality.
• The merger consideration of $26.45 in cash and 1.0340 James Hardie ordinary shares per AZEK share will be evaluated by investors against typical merger premiums and market valuations for similar companies in the building materials sector, though specific comparable transactions are not detailed in this filing.

Corporate Governance

Legal Proceedings

• The document lists "risks associated with Transaction-related litigation" as a potential future challenge, indicating that legal proceedings related to the merger are a recognized possibility.

Stakeholder Impact

• **Shareholders**: AZEK stockholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie for each share, representing the direct financial impact of the transaction.
• **Employees**: The merger is described as a "transformative moment for our company and our people," with a risk noted regarding potential adverse effects on relationships with employees.
• **Customers**: The combination is expected to "enhance our ability to deliver more value to our customers—through expanded offerings, greater innovation, and the continued best-in-class service they expect from our brands."
• **Suppliers and Business Partners**: The document mentions a risk of adverse effects on relationships with "other business partners, including suppliers and customers."

Next Steps

• Satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement.
• Completion of the Merger, expected on or about July 1, 2025.
• Filing of final vote results on a Form 8-K with the U.S. Securities and Exchange Commission.

Key Dates

Recommendation

Keywords

AZEK Company, James Hardie Industries, Merger Agreement, Stockholder Vote, SEC Filing, 8-K, Acquisition, Outdoor Living Products, Building Materials, TimberTech, Decking, Railing, Trim, Pergolas, Sustainability, Corporate Governance, Shareholder Approval