Johnson Controls Files Definitive Proxy Statement

TL;DR

JCI filed its proxy statement - get ready to vote on company matters.

AI Summary

Johnson Controls International plc filed a Definitive Proxy Statement (DEFA14A) on February 5, 2025. This filing is a standard proxy statement, indicating it's related to a shareholder meeting where voting matters will be presented. The company, formerly known as Tyco International plc, is based in Cork, Ireland, and its fiscal year ends on September 30.

Why It Matters

This filing is a routine but essential document for shareholders, outlining the matters to be voted on at an upcoming meeting, which could include executive compensation, board elections, or other corporate governance issues.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not inherently present new financial risks.

Key Players & Entities

• Johnson Controls International plc (company) — Registrant
• Tyco International plc (company) — Former company name
• 0001104659-25-009734.txt (document) — Filing document name
• 20250205 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — Registered Ordinary Shares, Par Value $0.01 JCI New York Stock Exchange 1.375%
• $1,500,000 — t, he will (1) receive a base salary of $1,500,000, (2) participate in the Company's Annua
• $10,000,000 — grants with a total aggregate value of $10,000,000 consisting of three-year performance sh
• $5,000,000 — performance share units with a value of $5,000,000, restricted share units with a value of
• $2,500,000 — restricted share units with a value of $2,500,000 and share options with a value of $2,50
• $12,000,000 — grants with a total aggregate value of $12,000,000 consisting of performance share units w
• $6,000,000 — performance share units with a value of $6,000,000, restricted share units with a value of
• $3,000,000 — restricted share units with a value of $3,000,000 and share options with a value of $3,00
• $145,000 — onsisting of an annual cash retainer of $145,000, pro-rated for the period between the R
• $200,000 — sh retainer with an annualized value of $200,000, pro-rated for the period between the R
• $75,000 — ement. Mr. Oliver will receive a fee of $75,000 per month for his advisory services beg

Filing Documents

• tm255534d2_defa14a.htm (DEFA14A) — 85KB
• 0001104659-25-009734.txt ( ) — 86KB

01. Regulation

Item 7.01. Regulation FD Disclosure. On February 5, 2025, the Company issued a press release announcing that Mr. Weidemanis will serve as the next Chief Executive Officer of the Company. A copy of the press release announcing the appointment of Mr. Weidemanis is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information contained in this Item 7.01, including the accompanying Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Employment Transition Agreement, dated February 5, 2025, between the Company and Mr. Oliver (filed herewith) 10.2 Form of Deed of Indemnification between Johnson Controls International plc and certain of its directors and officers (incorporated by reference to Exhibit 10.7 of the Company's Annual Report on Form 10-K filed on December 14, 2023) 10.3 Form of Indemnification Agreement between Tyco Fire & Security (US) Management, LLC and certain directors and officers of Johnson Controls International plc (incorporated by reference to Exhibit 10.8 of the Company's Annual Report on Form 10-K filed on December 14, 2023) 10.4 Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2021 Equity and Incentive Plan for fiscal 2023 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on February 1, 2023) 99.1 Press release issued by Johnson Controls International plc, dated February 5, 2025, relating to the Company's Chief Executive Officer succession (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed on February 5, 2025) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: February 5, 2025 By: /s/ Richard J. Dancy Name: Richard J. Dancy Title: Vice President and Corporate Secretary Exhibit 10.1 Execution Version EMPLOYMENT TRANSITION AGREEMENT THIS EMPLOYMENT TRANSITION AGREEMENT (“Agreement”), dated as of February 5, 2025, is by and between Johnson Controls International plc (the “Compan

View Full Filing

View this DEFA14A filing on SEC EDGAR