0000833444-19-000007.txt : 20190307 0000833444-19-000007.hdr.sgml : 20190307 20190307122738 ACCESSION NUMBER: 0000833444-19-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190307 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190307 DATE AS OF CHANGE: 20190307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Johnson Controls International plc CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13836 FILM NUMBER: 19665049 BUSINESS ADDRESS: STREET 1: ONE ALBERT QUAY STREET 2: ALBERT QUAY CITY: CORK STATE: L2 ZIP: 00000 BUSINESS PHONE: 609-720-4200 MAIL ADDRESS: STREET 1: 5757 N. GREEN BAY AVENUE STREET 2: P.O. BOX 591 CITY: MILWAUKEE STATE: WI ZIP: 53201 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL plc DATE OF NAME CHANGE: 20141117 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL LTD DATE OF NAME CHANGE: 20100408 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ DATE OF NAME CHANGE: 19970715 8-K 1 a8-k2019annualshareholderm.htm 8-K Document

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 7, 2019 (March 6, 2019)

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
 
 
(Address of Principal Executive Offices)
 
 
 
 
 
Registrant's Telephone Number, including Area Code: 353-21-423-5000
 
 
 
 
 
Not Applicable
 
 
(Former name or former address, 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))
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
o
 
 
 
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.
o



Item 5.07
Submission of matters to a vote of security holders.

The 2019 Annual General Meeting of Shareholders of Johnson Controls International plc (the “Company”) was held on March 6, 2019 in Dublin, Ireland. At the meeting, the holders of 840,328,778 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 18, 2019. 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
787,881,181
4,245,446
1,208,566
46,993,585
 
 
 
 
 
Pierre Cohade
787,494,814
4,065,958
1,774,421
46,993,585
 
 
 
 
 
Michael E. Daniels
766,921,692
25,182,734
1,230,767
46,993,585
 
 
 
 
 
Juan Pablo del Valle Perochena
770,223,943
21,305,314
1,805,936
46,993,585
 
 
 
 
 
W. Roy Dunbar
787,369,127
4,730,802
1,235,264
46,993,585
 
 
 
 
 
Gretchen R. Haggerty
788,748,588
3,368,407
1,218,198
46,993,585
 
 
 
 
 
Simone Menne
788,628,092
3,482,164
1,224,937
46,993,585
 
 
 
 
 
George R. Oliver
772,293,430
18,306,747
2,735,016
46,993,585
 
 
 
 
 
Jürgen Tinggren
788,007,620
4,074,832
1,252,741
46,993,585
 
 
 
 
 
Mark Vergnano
787,453,398
4,612,158
1,269,637
46,993,585
 
 
 
 
 
R. David Yost
786,623,353
5,487,915
1,223,925
46,993,585
 
 
 
 
 
John D. Young
787,701,579
4,428,335
1,205,279
46,993,585

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
 
 
 
813,972,344
25,347,807
1,008,627

Proposal No. 2.b - Authorize the Audit Committee to set the auditors' renumeration

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
 
 
 
830,581,968
8,180,144
1,566,666




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
 
 
 
831,376,076
5,084,388
3,868,314

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 reissue shares that it holds as treasury shares. This proposal was approved by the requisite vote.
FOR
AGAINST
ABSTAIN
 
 
 
824,971,459
10,780,844
4,576,475

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
 
 
 
 
696,693,134
95,040,514
1,601,545
46,993,585

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$3,012,000, or approximately 33% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.
FOR
AGAINST
ABSTAIN
 
 
 
820,680,447
14,562,639
5,085,692

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$456,000, or approximately 5% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.
FOR
AGAINST
ABSTAIN
 
 
 
823,702,290
13,441,897
3,184,591





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 7, 2019
 
By:
/s/ Michael R. Peterson
 
 
 
Name:
Michael R. Peterson
 
 
 
Title:
Vice President and Corporate Secretary