8-K
Johnson Controls International plc (JCI)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 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): | March 8, 2023 |
|---|
JOHNSON CONTROLS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
| Ireland | 001-13836 | 98-0390500 |
|---|---|---|
| (State or Other Jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
One Albert Quay. Cork, Ireland, T12 X8N6
(Address of principal executive offices and postal code)
| (353) | 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐ 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 |
|---|---|---|
| Ordinary Shares, Par Value $0.01 | JCI | New York Stock Exchange |
| 1.000% Senior Notes due 2023 | JCI23A | New York Stock Exchange |
| 3.625% Senior Notes due 2024 | JCI24A | New York Stock Exchange |
| 1.375% Notes due 2025 | JCI25A | New York Stock Exchange |
| 3.900% Notes due 2026 | JCI26A | New York Stock Exchange |
| 0.375% Senior Notes due 2027 | JCI27 | New York Stock Exchange |
| 3.000% Senior Notes due 2028 | JCI28 | New York Stock Exchange |
| 1.750% Senior Notes due 2030 | JCI30 | New York Stock Exchange |
| 2.000% Sustainability-Linked Senior Notes due 2031 | JCI31 | New York Stock Exchange |
| 1.000% Senior Notes due 2032 | JCI32 | New York Stock Exchange |
| 4.900% Senior Notes due 2032 | JCI32A | New York Stock Exchange |
| 6.000% Notes due 2036 | JCI36A | New York Stock Exchange |
| 5.70% Senior Notes due 2041 | JCI41B | New York Stock Exchange |
| 5.250% Senior Notes due 2041 | JCI41C | New York Stock Exchange |
| 4.625% Senior Notes due 2044 | JCI44A | New York Stock Exchange |
| 5.125% Notes due 2045 | JCI45B | New York Stock Exchange |
| 6.950% Debentures due December 1, 2045 | JCI45A | New York Stock Exchange |
| 4.500% Senior Notes due 2047 | JCI47 | New York Stock Exchange |
| 4.950% Senior Notes due 2064 | JCI64A | 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 | ☐ | |
| 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 2023 Annual General Meeting of Shareholders of Johnson Controls International plc (the "Company") was held on March 8, 2023 in Cork, Ireland. At the meeting, the holders of 618,175,656 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 20, 2023. 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 | |
|---|---|---|---|---|
| Jean Blackwell | 574,160,031 | 12,458,789 | 1,499,546 | 30,057,290 |
| Pierre Cohade | 583,743,635 | 3,705,355 | 669,376 | 30,057,290 |
| Michael E. Daniels | 557,901,742 | 29,585,781 | 630,843 | 30,057,290 |
| W. Roy Dunbar | 573,181,110 | 14,288,159 | 649,097 | 30,057,290 |
| Gretchen R. Haggerty | 580,895,085 | 6,656,668 | 566,613 | 30,057,290 |
| Ayesha Khanna | 585,201,683 | 2,249,537 | 667,146 | 30,057,290 |
| Simone Menne | 583,604,656 | 3,926,378 | 587,332 | 30,057,290 |
| George R. Oliver | 561,040,092 | 25,465,855 | 1,612,419 | 30,057,290 |
| Jürgen Tinggren | 575,979,031 | 11,503,654 | 635,681 | 30,057,290 |
| Mark Vergnano | 575,279,055 | 12,274,168 | 565,143 | 30,057,290 |
| John D. Young | 575,664,761 | 11,884,737 | 568,868 | 30,057,290 |
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 |
|---|---|---|
| 585,450,179 | 32,111,202 | 614,275 |
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 |
|---|---|---|
| 603,483,949 | 14,032,267 | 659,440 |
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 |
|---|---|---|
| 612,274,301 | 4,328,033 | 1,573,322 |
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 |
|---|---|---|
| 613,835,945 | 2,590,678 | 1,749,033 |
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 |
|---|---|---|---|
| 541,710,437 | 45,556,654 | 851,275 | 30,057,290 |
Proposal No. 6 - Non-binding vote on the frequency of the vote on executive compensation
Proposal No. 6 was a management proposal to approve, on an advisory basis, the frequency of the executive compensation vote. An annual vote was approved.
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|---|
| 579,961,833 | 698,803 | 6,735,567 | 722,163 | 30,057,290 |
In accordance with these results and its previous recommendation (as set forth in the definitive proxy statement for the 2023 Annual General Meeting of Shareholders), the Board of Directors of the Company has determined that the Company will hold future advisory votes regarding the compensation of the Company’s named executive officers every year until the next advisory vote on the frequency of advisory votes regarding executive compensation, which the Company expects to hold no later than its 2029 Annual General Meeting of Shareholders.
Proposal No. 7 - Approval of the Board of Directors’ authority to allot shares
Proposal No. 7 was a management proposal to approve the Board of Directors’ authority to allot shares up to an aggregate nominal value of US$1,433,400, or approximately 20% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 606,251,776 | 11,133,112 | 790,768 |
Proposal No. 8 - Waiver of statutory pre-emption rights
Proposal No. 8 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$358,000, or approximately 5% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 610,810,119 | 6,243,255 | 1,122,282 |
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 14, 2023 | By: | /s/ Richard J. Dancy | |
|---|---|---|---|
| Name: | Richard J. Dancy | ||
| Title: | Vice President and Corporate Secretary |