AGM 2020

Aug 5, 2020

Good morning. I want to welcome all of our friends who have joined us today. I'm Mike Nicholas, Chairman of the Board of Eagle Materials Inc. And It is my pleasure to serve as Chairman of this meeting. In light of the continuing health impact of the COVID-nineteen pandemic and to prioritize the health and well-being of our stockholders, employees and their families, we are holding this year's meeting in a virtual only format via webcast. We publicly announced this change of location 3 weeks ago and the rules of conduct for this meeting have been available electronically since that time. I'd like to call to order the 2020 Annual Meeting of Stockholders of Eagle Materials, Inc. Before proceeding with the official business of the meeting, I would like to introduce the company's other directors in attendance at this meeting. Bill Barnett, retired director from the Dallas office of McKinsey and Company Rick Benkowitz, CEO of Lennar Corporation Ed Bowman, former CEO, President and Director of Source Corp Margo Harder, Lead Independent Director of Installed Building Products George Damaris, Retired CEO and President of HollyFrontier Corporation Marty Ellen, Former Chief Financial Officer of Doctor Pepper Snapple Group Michael Hack, President and CEO of Eagle Materials Dave Powers, retired CEO of Eagle Materials Mary Riccadillo, Director, Devon Energy Corporation and Rick Stewart, former CEO, GE Aero Energy. Also in attendance is Jim Gross, Vice President, General Counsel and Secretary of the company who will act as secretary of this meeting. Paul Ramirez at Broadridge Investor Communication Solutions has been appointed the Inspector of Elections for this meeting. The previous annual meeting of stockholders of the company was held on August 6, 2019. The minutes of that meeting have been posted as additional materials on your dashboard for this meeting. Now we can proceed with the business of the meeting. Will the secretary please report on the mailing of the proxy materials and whether there was a quorum present for conducting business at the meeting? Mr. Chairman, the record date for this meeting is June 8, 2020. I would like to report that Broadridge has certified that each stockholder as of the record date has been mailed a copy of the meeting notice, proxy statement, proxy card and our fiscal 20 20 annual report to stockholders. Broadridge is also certified that a majority of the voting power of our shares is present or represented at this meeting. Accordingly, a quarter of the stockholders of the company is present for each of the matters under consideration. The proxy statement for the meeting describes the 3 proposals to be considered at today's meeting. Briefly, these are the election of Margo Carter, myself, Harry Ricardello and Rick Stewart as Class 2 Directors of Eco Materials Inc. For a 3 year term. Repostal 2, approval of an advisory resolution regarding the compensation of the company's named executives. And finally approval of the expected appointment of Ernst and Young as the company's independent auditors for the current fiscal year. The polls are now open for the stockholders to vote their shares on the 3 proposals by clicking on the voting button on the web portal. Stockholders who have sent in proxies are voted by telephone or Internet and do not want to change their vote, do not need to take any further action. While the votes are being counted, I will note that no stockholder questions during our monthly quarterly calls or at any time, should they have questions about the company. Now that everyone has had the opportunity to vote, I hereby declare the polls officially closed for each matter voted upon at this meeting. Will the Inspector of Elections please report the results of the ballot? Mr. Chairman, we have counted the ballots and certify that the 4 individuals named in the company's 2020 proxy statement and nominated for election as Director of the company have received the required affirmative vote set forth in the company's proxy statement. Proposal 2 received the required affirmative vote set forth in the company's proxy statement. Proposal 3 received a required affirmative vote set forth in the company's proxy statement. Thank you. On the basis of the report of the Inspector of Elections, I declare that the 4 individuals nominated to serve as directors of the company, Margo Carter, myself, Mary Ricardello and Rick Stewart have been elected. Proposal 2 has been approved and Proposal 3 has been approved. Thank you for attendance at this year's Annual Stockholder Meeting. There being no other business, I declare the meeting adjourned.