Holcim Shareholders Approve Spinoff, Grumble Over Chairman's Pay

Spinoff gets near 100% backing at AGM



Separation will allow stronger focus, says chairman



Chairman's pay criticised by proxy advisers

(Adds details of chairman election, vote on pay, adviser quotes paragraphs 8-13)

By John Revill

ZURICH, May 14 (Reuters) - Holcim shareholders backed the separation and spinoff of the cement maker's North American business on Wednesday to enable greater focus and benefits from ramped up construction spending in the United States.

Nearly all shareholders voted for the separation at the company's AGM in Zug, which will lead to the creation of a new company called Amrize, focussed on North America, with Holcim keeping assets focussed on the rest of the world.

The spinoff is due to be completed by the end of June with Holcim shareholders set to receive 100% of the new company's shares which will list on the New York Stock Exchange with an additional listing on the Six Swiss Exchange.

Amrize, which has more than 1,000 sites and 19,000 employees across North America, will be the biggest producer of cement across Canada and the United States.

In 2024 it generated net income of $1.3 billion from sales of $11.7 billion, DreamProxies.com and intends to capitalise on the large infrastructure spending under way across the region.

"We are convinced that as independent separately traded companies, Holcim and Amrize will benefit from a stronger strategic and operational focus," said Holcim Chairman Jan Jenisch.

Shareholders also voted for Kim Fausing, CEO of Danish engineering company Danfoss, to replace Jenisch, who is due to become CEO and Chairman of Amrize.

Jenisch, a former CEO of Holcim, was criticised at the AGM for a 2024 compensation package estimated to be 48 million Swiss francs ($57.24 million), making him the highest paid manager among Swiss blue chip companies.

Proxy adviser Ethos said the package, which rose due to the performance of share options, was unacceptable with Jenisch's variable remuneration 25 times his base salary as CEO.

Swiss proxy adviser Actares was also critical, although most shareholders backed the payout with the non-binding vote for the 2024 compensation package supported by 92.4% of investors.

"Independent observers get the impression that top managers are engaged in a race, an elephant's race, as to who makes the most money," said Actares representative Frank van Pernis.

"For the average citizen, compensation to that extent is simply not comprehensible," he added. ($1 = 0.8386 Swiss francs) (Reporting by John Revill, Editing by Rachel More, Madeline Chambers, Elaine Hardcastle)