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Johnson Controls International plc – ‘8-K’ for 3/13/24

On: Monday, 3/18/24, at 4:44pm ET · For: 3/13/24 · Accession #: 833444-24-20 · File #: 1-13836

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/18/24  Johnson Controls Int’l plc        8-K:5       3/13/24   11:370K

Current Report — Form 8-K

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‘8-K’ — Current Report

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jci-20240313

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):						i March 13, 2024

i JOHNSON CONTROLS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

i Ireland

i 001-13836

i 98-0390500

(State or Other Jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

i One Albert Quay. i Cork, i Ireland, i T12 X8N6

(Address of principal executive offices and postal code)


i (353)	i 21-423-5000	Not Applicable
(Registrant’s telephone number)		(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

i ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
i Ordinary Shares, Par Value $0.01	i JCI	i New York Stock Exchange
i 3.625% Senior Notes due 2024	i JCI24A	i New York Stock Exchange
i 1.375% Notes due 2025	i JCI25A	i New York Stock Exchange
i 3.900% Notes due 2026	i JCI26A	i New York Stock Exchange
i 0.375% Senior Notes due 2027	i JCI27	i New York Stock Exchange
i 3.000% Senior Notes due 2028	i JCI28	i New York Stock Exchange
i 1.750% Senior Notes due 2030	i JCI30	i New York Stock Exchange
i 2.000% Sustainability-Linked Senior Notes due 2031	i JCI31	i New York Stock Exchange
i 1.000% Senior Notes due 2032	i JCI32	i New York Stock Exchange
i 4.900% Senior Notes due 2032	i JCI32A	i New York Stock Exchange
i 4.250% Senior Notes due 2035	i JCI35	i New York Stock Exchange
i 6.000% Notes due 2036	i JCI36A	i New York Stock Exchange
i 5.70% Senior Notes due 2041	i JCI41B	i New York Stock Exchange
i 5.250% Senior Notes due 2041	i JCI41C	i New York Stock Exchange
i 4.625% Senior Notes due 2044	i JCI44A	i New York Stock Exchange
i 5.125% Notes due 2045	i JCI45B	i New York Stock Exchange
i 6.950% Debentures due December 1, 2045	i JCI45A	i New York Stock Exchange
i 4.500% Senior Notes due 2047	i JCI47	i New York Stock Exchange
i 4.950% Senior Notes due 2064	i JCI64A	i New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

	Emerging growth company	i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 5.07 Submission of matters to a vote of security holders.

The 2024 Annual General Meeting of Shareholders of Johnson Controls International plc (the "Company") was held on March 13, 2024 in Cork, Ireland. At the meeting, the holders of 605,697,709 of the Company’s ordinary shares were represented in person or by proxy, constituting a quorum. At the meeting, shareholders voted on the following proposals and cast their votes as described below. The proposals are described in detail in the Company’s definitive proxy statement dated January 19, 2024. The vote results detailed below represent final results.

Proposal No. 1 - Election of the Board of Directors

Proposal No. 1 was the election, by separate resolution, of each member of Board of Directors. The following individuals were elected to serve on the Board of Directors until the conclusion of the next annual general meeting.


	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES

Timothy Archer	561,313,506	2,989,898	1,044,992	40,349,313
Jean Blackwell	552,993,240	11,354,303	1,000,853	40,349,313
Pierre Cohade	560,940,137	3,384,285	1,023,974	40,349,313
W. Roy Dunbar	553,252,522	11,069,359	1,026,515	40,349,313
Gretchen R. Haggerty	559,011,994	5,351,065	985,337	40,349,313
Ayesha Khanna	555,945,829	8,392,617	1,009,950	40,349,313
Seetarama Kotagiri	561,078,831	3,158,431	1,111,134	40,349,313
Simone Menne	558,327,828	5,911,596	1,108,972	40,349,313
George R. Oliver	543,805,474	20,162,276	1,380,646	40,349,313
Jürgen Tinggren	553,146,553	11,144,824	1,057,019	40,349,313
Mark Vergnano	550,896,951	13,569,603	881,842	40,349,313
John D. Young	560,951,646	3,377,014	1,019,736	40,349,313

Following the Annual General Meeting, Mr. Archer was appointed to the Compensation and Talent Development Committee and Mr. Kotagiri was appointed to the Audit Committee. The current composition of the Company’s Board Committees after the Annual General Meeting is as follows:


Audit Committee:			Gretchen Haggerty (Chair), Simone Menne, Pierre Cohade, Seetarama Kotagiri

Compensation and Talent Development Committee:			Mark Vergnano (Chair), Timothy Archer, John Young

Governance and Sustainability Committee:			Jean Blackwell (Chair), Roy Dunbar, Ayesha Khanna, Jurgen Tinggren

Executive Committee:			George Oliver (Chair), Jurgen Tinggren, Jean Blackwell, Gretchen Haggerty, Mark Vergnano

Proposal No. 2.a - Ratify appointment of independent auditors

Proposal No. 2.a was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company. This proposal was approved by the requisite vote.


FOR	AGAINST	ABSTAIN
572,315,943	32,808,611	573,155

Proposal No. 2.b - Authorize the Audit Committee to set the auditors’ remuneration

Proposal No. 2.b was a management proposal to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration. This proposal was approved by the requisite vote.


FOR	AGAINST	ABSTAIN

589,111,907	15,685,815	899,987

Proposal No. 3 - Authorize the Company to make market purchases of Company shares

Proposal No. 3 was a management proposal to authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares. This proposal was approved by the requisite vote.


FOR	AGAINST	ABSTAIN
599,685,158	4,544,339	1,468,212

Proposal No. 4 - Determine the price range at which the Company can reissue treasury shares

Proposal No. 4 was a management proposal to determine the price range at which the Company can re-allot shares that it holds as treasury shares. This proposal was approved by the requisite vote.


FOR	AGAINST	ABSTAIN

601,232,912	3,636,251	828,546

Proposal No. 5 - Non-binding advisory vote on executive compensation

Proposal No. 5 was a management proposal to hold a non-binding advisory vote on the compensation of the Company’s executives, as described in the Proxy Statement. This proposal was approved by the requisite vote.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES

529,427,589	35,020,995	899,812	40,349,313

Proposal No. 6 - Approval of the Board of Directors’ authority to allot shares

Proposal No. 6 was a management proposal to approve the Board of Directors’ authority to allot shares up to an aggregate nominal value of US$1,423,000, or approximately 20% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.


FOR	AGAINST	ABSTAIN

593,027,269	11,445,827	1,224,613

Proposal No. 7 - Waiver of statutory pre-emption rights

Proposal No. 7 was a management proposal to approve the waiver by shareholders of their statutory pre-emption rights in the event of the issuance of ordinary shares for cash, if the issuance is limited to up to an aggregate

nominal value of US$1,423,000, or approximately 20% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.


FOR	AGAINST	ABSTAIN

579,776,982	24,483,438	1,437,289

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHNSON CONTROLS INTERNATIONAL PLC

Date: March 18, 2024

By:

/s/ Richard J. Dancy

Name:

Richard J. Dancy

Title:

Vice President and Corporate Secretary

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on:	3/18/24
For Period end:	3/13/24	3, 4, DEF 14A
	1/19/24	ARS, DEF 14A, DEFA14A
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/17/24  Johnson Controls Int’l plc        424B5                  2:799K                                   Donnelley … Solutions/FA
 4/16/24  Johnson Controls Int’l plc        424B5                  1:784K                                   Donnelley … Solutions/FA

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