Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Stockholdings of Certain Owners and Management
The table below shows the total number of ordinary shares beneficially owned by (i) each of our Directors, (ii) all those known by us to beneficially own more than 5% of our Ordinary Shares and (iii) all of our Directors and executive officers as a group, as of March 8, 2024. Unless otherwise indicated, (i) each beneficial owner listed below has sole voting and dispositive power over the securities held and (ii) the address of each beneficial owner listed in the following table is c/o CRH plc, Stonemason’s Way, Rathfarnham, Dublin 16, Republic of Ireland.
| Stockholdings of Certain Owners and Management (i) | |||||||||||
| Title of Class | Name and address of beneficial owner | Number of Ordinary Shares Beneficially Held | Percent of Class | ||||||||
| Ordinary Shares | Richie Boucher | 23,300 | Less than 1% | ||||||||
| Ordinary Shares | Albert Manifold | 87,063 | Less than 1% | ||||||||
| Ordinary Shares | Jim Mintern | 34,382 | Less than 1% | ||||||||
| Ordinary Shares | Lamar McKay | 4,000 | Less than 1% | ||||||||
| Ordinary Shares | Caroline Dowling | 1,000 | Less than 1% | ||||||||
| Ordinary Shares | Richard Fearon | 80,000 | Less than 1% | ||||||||
| Ordinary Shares | Johan Karlström | 2,000 | Less than 1% | ||||||||
| Ordinary Shares | Shaun Kelly | 3,000 | Less than 1% | ||||||||
| Ordinary Shares | Badar Khan | 1,000 | Less than 1% | ||||||||
| Ordinary Shares | Gillian L. Platt | 1,146 | Less than 1% | ||||||||
| Ordinary Shares | Mary K. Rhinehart | 1,045 | Less than 1% | ||||||||
| Ordinary Shares | Siobhán Talbot | 1,550 | Less than 1% | ||||||||
| Ordinary Shares | Christina Verchere | 1,000 | Less than 1% | ||||||||
| Total Directors and Executive Officers as a Group | 240,486 | Less than 1% | |||||||||
| Greater Than 5% Beneficial Owners | |||||||||||
| Ordinary Shares | BlackRock Inc. (ii) | 66,183,769 | 8.9% |
(i) For purposes of this table “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any Ordinary Shares that such person has the right to acquire within 60 days of the date of determination.
(ii) Based on the Schedule 13G filed by BlackRock, Inc. with the SEC on January 25, 2023, BlackRock, Inc. and its subsidiaries beneficially owned an aggregate of 66,183,769 Ordinary Shares as of December 31, 2022, and BlackRock, Inc. had sole voting power over 60,481,075 Ordinary Shares and sole dispositive power over 66,183,769 Ordinary Shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
CRH Form 10-K/A 41
Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes information, as of December 31, 2023, relating to our equity compensation plans pursuant to which grants of options, restricted share awards, performance share awards, deferred compensation awards or other rights to acquire our Ordinary Shares may be granted from time to time.
| Plan Category | (A) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (B) Weighted - Average Exercise Price of Outstanding Options, Warrants and Rights ($) (3) | (C) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (4) | ||||||||
| Equity compensation plans approved by security holders (1) | 10,570,250 | 25.06 | 24,095,455 | ||||||||
| Equity compensation plans not approved by security holders (2) | 336,639 | — | 34,329,066 | ||||||||
| Total | 10,906,889 | 58,424,521 |
1.Includes the Company’s 2014 Performance Share Plan and the Company’s Savings-related Share Option Schemes, each of which has been approved by the shareholders. For a description of these plans, please see pages 28 and 29.
2.Includes the 2014 Deferred Share Plan and the 2013 Restricted Share Plan, neither of which are considered “equity compensation plans” requiring shareholder approval under the rules of the NYSE. For a description of the 2014 Deferred Share Plan please see page 28. Under the rules of the 2013 Restricted Share Plan, certain senior executives (excluding executive directors) can receive conditional awards of shares.
3.The weighted average exercise price of outstanding options, warrant and rights excludes awards under the 2014 Performance Share Plan, the 2013 Restricted Share Plan and the 2014 Deferred Share Plan because they have no exercise price.
4.Under the applicable rules of the Company’s share schemes, the total number of shares allocated under the Company’s share schemes cannot exceed such number as represents 10% of the Ordinary Share capital of the Company in issue at any given time, with a 5% threshold applying under the 2014 Performance Share Plan and the remaining 5% applying to all other Plans.
CRH Form 10-K/A 42
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