Johnson Controls Announces Director Changes and Compensation Details

TL;DR

JCI board shakeup: Oliver out, Calbert in. Compensation details also filed.

AI Summary

Johnson Controls International plc announced on December 6, 2024, the departure of Director George R. Oliver and the appointment of Michael M. Calbert as a new director. The company also disclosed compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters such as director changes and compensation disclosures, which typically carry low inherent risk.

Key Players & Entities

• Johnson Controls International plc (company) — Filer
• George R. Oliver (person) — Departing Director
• Michael M. Calbert (person) — Appointed Director
• TYCO INTERNATIONAL plc (company) — Former Company Name
• TYCO INTERNATIONAL LTD (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — Registered Ordinary Shares, Par Value $0.01 JCI New York Stock Exchange 1.375% Not

Filing Documents

• jci-20241206.htm (8-K) — 48KB
• 0000833444-24-000066.txt ( ) — 334KB
• jci-20241206.xsd (EX-101.SCH) — 7KB
• jci-20241206_def.xml (EX-101.DEF) — 25KB
• jci-20241206_lab.xml (EX-101.LAB) — 52KB
• jci-20241206_pre.xml (EX-101.PRE) — 27KB
• jci-20241206_htm.xml (XML) — 16KB

From the Filing

jci-20241206 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): December 6, 2024 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 1.375% 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 5.500% Senior Notes due 2029 JCI29 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 4.250% Senior Notes due 2035 JCI35 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 6, 2024, Simone Menne notified the Board of Directors of Johnson Controls International plc (the "Company") that she will not seek re-election at the end of her term and will retire from the Board at the 2025 Annual General Meeting of Shareholders scheduled to be held on March 12, 2025. Her retirement will be effective on that date. Ms. Menne's decision to retire was not due to any disagreements with the Company on any matter relating to the Company's operations, policies, or practices. 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: December 12, 2024 By: /s/ Richard J. Dancy Name: Richard J. Dancy Title: Vice President and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR