8-K

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 6, 2020 (March 4, 2020)

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
5.000% Senior Notes due 2020	JCI20A	New York Stock Exchange
0.000% Senior Notes due 2020	JCI20B	New York Stock Exchange
4.25% Senior Notes due 2021	JCI21B	New York Stock Exchange
3.750% Senior Notes due 2021	JCI21C	New York Stock Exchange
4.625% Notes due 2023	JCI23	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
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 2020 Annual General Meeting of Shareholders of Johnson Controls International plc (the “Company”) was held on March 4, 2020 in Dublin, Ireland. At the meeting, the holders of 690,469,245 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 17, 2020. 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	639,195,120	9,115,545	1,338,143	40,820,437
Pierre Cohade	643,547,055	4,754,590	1,347,163	40,820,437
Michael E. Daniels	630,200,148	18,184,984	1,263,676	40,820,437
Juan Pablo del Valle Perochena	629,358,571	18,939,305	1,350,932	40,820,437
W. Roy Dunbar	639,159,624	9,188,325	1,300,859	40,820,437
Gretchen R. Haggerty	643,994,841	4,342,425	1,311,542	40,820,437
Simone Menne	643,722,142	4,599,908	1,326,758	40,820,437
George R. Oliver	611,836,132	33,768,538	4,044,138	40,820,437
Jürgen Tinggren	642,183,155	6,126,927	1,338,726	40,820,437
Mark Vergnano	639,388,837	8,921,780	1,338,191	40,820,437
R. David Yost	634,669,666	13,548,985	1,430,157	40,820,437
John D. Young	643,056,436	5,234,688	1,357,684	40,820,437

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
654,338,510	35,298,025	832,710

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
680,355,749	8,783,260	1,330,236

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
675,309,460	11,741,107	3,418,678

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
680,116,251	8,116,723	2,236,271

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
550,417,298	96,890,965	2,340,545	40,820,437

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$2,520,000, or approximately 33% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.

FOR	AGAINST	ABSTAIN
664,730,509	23,179,212	2,559,524

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$381,000, or approximately 5% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.

FOR	AGAINST	ABSTAIN
677,546,714	10,225,231	2,697,300

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, 2020	By:	/s/ John Donofrio
		Name:	John Donofrio
		Title:	Executive Vice President, General Counsel and Corporate Secretary

XML

Document and Entity Information Document	Mar. 06, 2020
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 06, 2020
Entity Registrant Name	JOHNSON CONTROLS INTERNATIONAL PLC
Entity Incorporation, State or Country Code	L2
Entity File Number	001-13836
Entity Tax Identification Number	98-0390500
Entity Address, Address Line One	One Albert Quay.
Entity Address, City or Town	Cork
Entity Address, Country	IE
Entity Address, Postal Zip Code	T12 X8N6
City Area Code	(353)
Local Phone Number	21-423-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000833444
Amendment Flag	false
Ordinary Shares, Par Value 0.01 [Member]
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, Par Value $0.01
Trading Symbol	JCI
Security Exchange Name	NYSE
Notes 5.000 Percent Due 2020 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.000% Senior Notes due 2020
Trading Symbol	JCI20A
Security Exchange Name	NYSE
Notes 0.000 Percent Due 2020 [Member]
Document Information [Line Items]
Title of 12(b) Security	0.000% Senior Notes due 2020
Trading Symbol	JCI20B
Security Exchange Name	NYSE
Notes 4.250 Percent Due 2021 [Member]
Document Information [Line Items]
Title of 12(b) Security	4.25% Senior Notes due 2021
Trading Symbol	JCI21B
Security Exchange Name	NYSE
Notes 3.750 Percent Due 2021 [Member]
Document Information [Line Items]
Title of 12(b) Security	3.750% Senior Notes due 2021
Trading Symbol	JCI21C
Security Exchange Name	NYSE
Notes 4.625 Percent Due 2023 [Member]
Document Information [Line Items]
Title of 12(b) Security	4.625% Notes due 2023
Trading Symbol	JCI23
Security Exchange Name	NYSE
Notes 1.000 Percent Due 2023 [Member]
Document Information [Line Items]
Title of 12(b) Security	1.000% Senior Notes due 2023
Trading Symbol	JCI23A
Security Exchange Name	NYSE
Notes 3.625 Percent Due 2024 [Member]
Document Information [Line Items]
Title of 12(b) Security	3.625% Senior Notes due 2024
Trading Symbol	JCI24A
Security Exchange Name	NYSE
Notes 1.375 Percent Due 2025 [Member]
Document Information [Line Items]
Title of 12(b) Security	1.375% Notes due 2025
Trading Symbol	JCI25A
Security Exchange Name	NYSE
Notes 3.900 Percent Due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	3.900% Notes due 2026
Trading Symbol	JCI26A
Security Exchange Name	NYSE
Notes 6.000 Percent Due 2036 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.000% Notes due 2036
Trading Symbol	JCI36A
Security Exchange Name	NYSE
Notes 5.700 Percent Due 2041 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.70% Senior Notes due 2041
Trading Symbol	JCI41B
Security Exchange Name	NYSE
Notes 5.250 Percent Due 2041 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.250% Senior Notes due 2041
Trading Symbol	JCI41C
Security Exchange Name	NYSE
Notes 4.625 Percent due 2044 [Member]
Document Information [Line Items]
Title of 12(b) Security	4.625% Senior Notes due 2044
Trading Symbol	JCI44A
Security Exchange Name	NYSE
Notes 5.125 Percent Due 2045 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.125% Notes due 2045
Trading Symbol	JCI45B
Security Exchange Name	NYSE
Debentures 6.950 Percent Due December 1, 2045 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.950% Debentures due December 1, 2045
Trading Symbol	JCI45A
Security Exchange Name	NYSE
Notes 4.500 Percent Due 2047 [Member]
Document Information [Line Items]
Title of 12(b) Security	4.500% Senior Notes due 2047
Trading Symbol	JCI47
Security Exchange Name	NYSE
Notes 4.950 Percent Due 2064 [Member]
Document Information [Line Items]
Title of 12(b) Security	4.950% Senior Notes due 2064
Trading Symbol	JCI64A
Security Exchange Name	NYSE