(Corrects to say revising, not reviving, in 13th paragraph)

By Scott Murdoch

SYDNEY (Reuters) -Fibre cement maker James Hardie faces an unprecedented purge of its board after the chair and two directors were dumped by investors angered by this year's $8.8-billion takeover of U.S. building products group AZEK.

The AZEK acquisition caused uproar among Australian-based investors as James Hardie received a waiver from the Australian Securities Exchange (ASX) that freed it from holding a shareholders' vote on the deal. 

Chair Anne Lloyd and directors Rada Rodriguez and Peter-John Davis will leave the board after a majority of investors voted against their re-election, proxy votes published ahead of Wednesday's annual meeting show. 

"The board acknowledges the significance of these outcomes and will engage with shareholders to understand the feedback received," Lloyd told the annual meeting in Dublin that lasted less than 20 minutes. She said James Hardie would work to soon announce a new chair and directors.

James Hardie's U.S.-listed shares were down 4.6% and are off 30.6% so far in 2025.

The vote against Lloyd stood at 67.3% while the other two directors fell short of majority support from investors.

Roughly two-thirds of proxy votes went against adoption of the annual remuneration report. Investors voted down a pay rise for non-executive directors.

The removal of a chair and directors in Australia by such an overwhelming margin is unprecedented in recent times, as institutional investors are typically hesitant to vote against incumbent chairs.      

The directors' removal was not addressed by chief executive Aaron Erter in a speech he is set to deliver at the meeting and released to the Australian Securities Exchange (ASX).

James Hardie shareholders, however, voted to elect directors Howard Heckes, Gary Hendrickson and Jesse Singh to continue serving on the board. Heckes and Hendrickson were re-elected with a margin of less than 10% each. Singh, the former AZEK chief executive, was elected with 98.2% support.

Founded in Australia and considered one of the nation's oldest businesses, the company is now domiciled in Dublin and listed on the Australian and U.S. exchanges.

There was also significant investor backlash on execution of the AZEK transaction, which was partly funded by a major share issuance amid volatility in the U.S. housing market.

The ASX is revising its rules after sustained pressure from investors.

James Hardie's Sydney-listed shares ended down 0.8% at A$33.87 each on Wednesday and are down 32.25% this year.