jci-20230308

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