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.

On January 9, 2024, Olivier Leonetti notified Johnson Controls International plc (the “Company”) of his intention to resign as the Company’s Executive Vice President and Chief Financial Officer and principal financial officer to take an executive role outside of the Company. The effective date of Mr. Leonetti resignation will be the day immediately following the date of the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, which is expected to be filed on January 30, 2024. Mr. Leonetti’s resignation was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

On January 16, 2024, the Company announced that Marc Vandiepenbeeck, the Company’s current Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America, will succeed Mr. Leonetti as the Company’s Executive Vice President and Chief Financial Officer and principal financial officer. In this role, Mr. Vandiepenbeeck will serve as the Company’s Principal Financial Officer. Mr. Vandiepenbeeck’ s biographical information is set forth in the Company’s Annual Report on Form 10-K filed on December 14, 2023, and such information is incorporated herein by reference. Mr. Vandiepenbeeck will assume the role of Executive Vice President and Chief Financial Officer, and become the principal financial officer, upon the effectiveness of Mr. Leonetti’s resignation.

In connection with Mr. Vandiepenbeeck’ s appointment, he will (1) receive a base salary of $750,000, (2) participate in the Company’s Annual Incentive Performance Program for fiscal year 2024, with a prorated maximum bonus capped at 100% of his base salary and (3) receive long-term equity incentive awards consistent with the awards granted to the Company’s executives, consisting of a mix of performance share units, share options and restricted share units. The value of Mr. Vandiepenbeeck’ s long term long-term equity incentive awards will be set by the Compensation and Talent Development Committee in connection with its determination of the compensation of the Company’s executive officers for fiscal year 2025. Mr. Vandiepenbeeck will continue to be eligible to participate in all employee benefit plans generally available to senior executives of the Company, which are more fully described in the Company’s definitive proxy statement (“Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission on January 20, 2023. Mr. Vandiepenbeeck will also continue to be subject to the Company’s Severance and Change in Control Policy, which is described in the Company’s Proxy Statement.

There are no transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Mr. Vandiepenbeeck or any members of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Vandiepenbeeck and any of the Company’s directors or executive officers. The appointment of Mr. Vandiepenbeeck was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity.

A copy of the press release announcing the transition of Mr. Vandiepenbeeck to the role of Executive Vice President and Chief Financial Officer is filed as Exhibit 99.1 to this Current Report on Form 8-K.

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.

Document

Exhibit 99.1

JOHNSON CONTROLS APPOINTS MARC VANDIEPENBEECK EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

▪Vandiepenbeeck Succeeds Olivier Leonetti at the end of January

CORK, Ireland, Jan. 16, 2024 -- Johnson Controls (NYSE: JCI), the global leader for smart, healthy and sustainable buildings, today announced the appointment of Marc Vandiepenbeeck as executive vice president and chief financial officer. Vandiepenbeeck succeeds Olivier Leonetti who will depart Johnson Controls for a role outside of the company. Leonetti’s last day will be Jan. 30, 2024. Vandiepenbeeck and Leonetti will work closely together to ensure a smooth transition and handover.

“Marc brings a wealth of experience to his new role. With deep finance expertise, an understanding of our customers, global markets, and operational knowledge, I am confident that we will continue to build on the foundations already in place to accelerate our growth and performance,” said Johnson Controls Chairman and CEO George Oliver.

“Olivier has been a prominent member of our leadership team, playing a critical role in our transformation journey as the leader in smart, healthy, and sustainable buildings. I want to take this opportunity to thank Olivier for his dedication and commitment to Johnson Controls. We wish him well in his future role and thank him for his service.”

Vandiepenbeeck joined Johnson Controls nearly 20 years ago and has held roles of increasing responsibility across the company's finance and treasury teams. Prior to his most recent operations role as vice president and president, EMEALA, he was chief financial officer for the Building Solutions North America business.

Additionally, Vandiepenbeeck led the financial management of the company’s strategic vectors of growth, providing critical business and finance partnership to the global services business, driving the acceleration of digital transformation, and supporting the growth of sustainability initiatives. He has held several international assignments in EMEA, the United States and Asia Pacific.

Vandiepenbeeck holds a bachelor's degree in business engineering from Universite Libre de Bruxelles in Belgium and a master's in science of management from the Solvay Brussels School of Economics and Management in Belgium.

About Johnson Controls:

At Johnson Controls (NYSE:JCI), we transform the environments where people live, work, learn and play. As the global leader in smart, healthy and sustainable buildings, our mission is to reimagine the performance of buildings to serve people, places and the planet.

Building on a proud history of nearly 140 years of innovation, we deliver the blueprint of the future for industries such as healthcare, schools, data centers, airports, stadiums, manufacturing and beyond through OpenBlue, our comprehensive digital offering.

Today, with a global team of 100,000 experts in more than 150 countries, Johnson Controls offers the world`s largest portfolio of building technology and software as well as service solutions from some of the most trusted names in the industry.

Visit www.johnsoncontrols.com for more information and follow @Johnson Controls on social platforms.

Caption: Marc Vandiepenbeeck