Johnson Controls International plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$JCI
Industrial Machinery/Components
Industrials
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): | ||||||||
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices and postal code)
| 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
| | | |||||||
| | | |||||||
| | | |||||||
| | | |||||||
| | | |||||||
| | | |||||||
| | | |||||||
| | | |||||||
| 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.
At the AGM, the holders of 556,390,065 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 16, 2026. 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. Immediately following the Annual General Meeting and in connection with the decision of Patrick Decker to not stand for reelection to the Board of Directors, the size of the Board of Directors was reduced from 12 directors to 11 directors.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| Timothy Archer | 511,771,966 | 7,744,739 | 435,790 | 36,437,570 | ||||||||||
| Jean Blackwell | 487,378,739 | 31,802,369 | 771,387 | 36,437,570 | ||||||||||
| Pierre Cohade | 514,247,067 | 5,083,080 | 622,348 | 36,437,570 | ||||||||||
| W. Roy Dunbar | 497,487,012 | 21,538,850 | 926,633 | 36,437,570 | ||||||||||
| Gretchen R. Haggerty | 516,168,024 | 3,358,128 | 426,343 | 36,437,570 | ||||||||||
| Ayesha Khanna | 512,494,505 | 6,558,417 | 899,573 | 36,437,570 | ||||||||||
| Seetarama Kotagiri | 514,056,271 | 5,275,674 | 620,550 | 36,437,570 | ||||||||||
| Jürgen Tinggren | 497,568,719 | 21,560,064 | 823,712 | 36,437,570 | ||||||||||
| Mark Vergnano | 513,093,824 | 6,422,348 | 436,323 | 36,437,570 | ||||||||||
| Joakim Weidemanis | 515,088,698 | 4,430,147 | 433,650 | 36,437,570 | ||||||||||
| John D. Young | 507,469,861 | 12,051,089 | 431,545 | 36,437,570 | ||||||||||
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 | ||||||
| 520,720,132 | 35,018,103 | 651,830 | ||||||
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 | ||||||
| 543,530,855 | 12,401,799 | 457,411 | ||||||
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 | ||||||
| 553,051,315 | 1,647,206 | 1,691,544 | ||||||
Proposal No. 4 - Determine the price range at which the Company can re-allot 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 | ||||||
| 551,864,210 | 2,736,338 | 1,789,517 | ||||||
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 | ||||||||
| 486,785,469 | 31,871,518 | 1,295,508 | 36,437,570 | ||||||||
Proposal No. 6 - Approval of the Board of Directors’ authority to allot shares
Proposal No. 6 was a management proposal to approve the Board of Directors’ authority to allot shares up to an aggregate nominal value of US$1,286,103, or approximately 20% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.
| FOR | AGAINST | ABSTAIN | ||||||
| 545,774,002 | 9,888,062 | 728,001 | ||||||
Proposal No. 7 - Waiver of statutory pre-emption rights
Proposal No. 7 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$1,286,103, or approximately 20% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.
| FOR | AGAINST | ABSTAIN | ||||||
| 519,852,079 | 35,629,785 | 908,201 | ||||||
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 6, 2026 | By: | /s/ Richard J. Dancy | ||||||||||||
| Name: | Richard J. Dancy | |||||||||||||
| Title: | Vice President and Corporate Secretary | |||||||||||||