8-K

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

JOHNSON CONTROLS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

One Albert Quay. Cork, Ireland, T12 X8N6

(Address of principal executive offices and postal code)

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:

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2021 Annual General Meeting of Shareholders of Johnson Controls International plc (the “Company”) held on March 10, 2021, the shareholders of the Company approved the Johnson Controls International plc 2021 Equity and Incentive Plan (the “Plan”). The Plan provides that, subject to adjustment in the event of certain events described in the Plan, up to a total of 55,000,000 of the Company’s ordinary shares may be issued under the Plan. The Plan authorizes the grant to the Company’s and its affiliates’ eligible employees (including the Company’s named executive officers), non-employee directors, advisors and consultants of options, share appreciation rights, performance share units, restricted shares, restricted share units, cash incentive awards, dividends and dividend equivalent units and other awards based on shares. The Plan will be administered by the Compensation and Talent Development Committee of the Company’s Board of Directors, except that the Board of Directors acts as the administrator with respect to awards issued to non-employee directors. As a result of the approval of the Plan by the shareholders of the Company, the Johnson Controls International plc 2012 Share and Incentive Plan (the “Prior Plan”) terminated. No new awards may be granted under the Prior Plan, but all awards granted under the Prior Plan that were outstanding as of the date that shareholders approved the Plan will remain outstanding and will continue to be governed by the Prior Plan.

The Company cannot currently determine the benefits, if any, to be paid under the Plan in the future to the officers of the Company, including the Company’s named executive officers.

The Plan is described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on January 22, 2021. The description of the Plan set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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

The 2021 Annual General Meeting of Shareholders of the Company was held on March 10, 2021 in Dublin, Ireland. At the meeting, the holders of 642,328,944 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 22, 2021. 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.

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.

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.

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.

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.

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.

Proposal No. 6 - Approval of the Johnson Controls International plc 2021 Equity and Incentive Plan

Proposal No. 6 was a management proposal to approve the Johnson Controls International plc 2021 Equity and Incentive Plan, including the authority to issue 55,000,000 of the Company’s ordinary shares under the plan. This proposal was approved by the requisite vote.

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$2,398,000, or approximately 33% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.

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$359,000, or approximately 5% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits:

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