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): July 30, 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; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

Effective July 31, 2024, the Board of Directors (the “Board”) of Johnson Controls International plc (the "Company") increased the size of the Board to 13 directors in accordance with its Memorandum and Articles of Association and appointed Patrick K. Decker to serve as a member of the Company’s Board with a term expiring at the conclusion of the next annual general meeting of shareholders of the Company, where he is expected to stand for re-election. Mr. Decker was also appointed to serve on the Compensation and Talent Development Committee of the Board.

Mr. Decker will receive compensation pursuant to the Company’s standard arrangements for directors as described in its Proxy Statement for the 2024 Annual General Meeting of Shareholders, including a prorated quarterly retainer payment of $24,429.24 for the Company’s fiscal fourth quarter. In connection with his appointment, Mr. Decker received a restricted share unit (“RSU”) award with a grant date of August 2, 2024 and a grant date fair value of $105,000, representing the pro-rata value of a full year non-employee director award of $180,000. This RSU award will vest one day immediately prior to the 2025 Annual General Meeting of Shareholders.

Each of the Company and its wholly owned subsidiary, Tyco Fire & Security (US) Management, LLC (“Tyco F&S”), will indemnify Mr. Decker pursuant to Indemnification Agreements in the same form as they have used with other directors of the Company. The form indemnification agreements provide that, to the fullest extent permitted by law, the Company and/or Tyco F&S will indemnify each director against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the director in connection with any claim against the director as a result of the director’s service as a member of the Board. The summaries of the material terms of the form indemnification agreements set forth above are qualified in their entirety by reference to the full text of the applicable agreements. (See Exhibit 10.7 and Exhibit 10.8, respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2023, which exhibits are incorporated herein by reference.)

There are no related party transactions involving Mr. Decker that would require disclosure pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Decker and any other persons pursuant to which he was selected as a director of the Company.

CEO Succession

On July 31, 2024, the Company announced that George R. Oliver, its Chairman and Chief Executive Officer, has informed the Board of his plan to retire and requested that the Board initiate the Company’s Chief Executive Officer succession plan. Accordingly, the Board has begun a comprehensive search for the Company’s next Chief Executive Officer. Mr. Oliver will continue to serve as Chairman and Chief Executive Officer until a successor is named and is expected to continue to serve as Chairman of the Board following the appointment of his successor.

Executive Officer Retention Awards

On July 30, 2024, the Compensation and Talent Development Committee of the Board approved special retention RSU awards (the “Retention Awards”) for each of Marc Vandiepenbeeck, the Company’s Executive Vice President and Chief Financial Officer, and Lei Schiltz, the Company’s Vice President and President, Global Products. The Retention Awards each consist of a grant of RSUs with a grant date of August 2, 2024 and a grant date fair value of $2,750,000. The Retention Awards are cliff vesting after a period of two years. In the event of an involuntary not for cause termination, vesting for the Retention Awards will accelerate on a pro-rata basis based on the number of full months actively employed in the vesting term. In the event of a termination as a result of death or disability, vesting for the Retention Awards will accelerate in full. In the event of any other termination, including

retirement, voluntary and termination “for cause”, the Retention Awards will be forfeited. The terms of the Retention Awards are governed by the Company’s standard terms of and conditions for restricted share/unit awards, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, filed with the SEC on February 1, 2023, which is incorporated herein by reference.

Item 7.01.    Regulation FD Disclosure.

A copy of the press release announcing the initiation of the Chief Executive Officer succession plan for Mr. Oliver and the appointment of Mr. Decker as described in Item 5.02 above 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.

Johnson Controls International plc Cautionary Statement Regarding Forward-Looking Statements

Johnson Controls International plc has made statements in this Current Report on Form 8-K that are forward-looking and therefore are subject to risks and uncertainties. All statements in this document other than statements of historical fact are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, among other things, statements relating to the Company’s Chief Executive Officer succession plan. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. Johnson Controls cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Johnson Controls’ control, that could cause its actual results and performance to differ materially from those expressed or implied by such forward-looking statements that include, among others, the risks contained in the section entitled “Risk Factors” in Johnson Controls Annual Report on Form 10-K for the 2023 fiscal year filed with the SEC, which is available at www.sec.gov and www.johnsoncontrols.com under the “Investors” tab, and such factors may be updated from time to time in Johnson Controls’ filings with the SEC, which are or will be accessible on the SEC’s website at www.sec.gov. Shareholders, potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this Current Report on Form 8-K are made only as of the date of this document, unless otherwise specified, and, except as required by law, Johnson Controls assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press release issued by Johnson Controls International plc, dated July 31, 2024
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: August 5, 2024	By:	/s/ Richard J. Dancy
		Name:	Richard J. Dancy
		Title:	Vice President and Corporate Secretary

EX-99.1

Exhibit 99.1

JOHNSON CONTROLS ANNOUNCES INITIATION OF CEO SUCCESSION FOLLOWING SIGNIFICANT MILESTONES IN PORTFOLIO TRANSFORMATION

•George R. Oliver to retire as CEO and remain chair of the Board, following appointment of successor

•Advances Board refreshment with appointment of Patrick Decker as a new, independent director; Appointment follows Constructive Dialogue with Elliott Management

CORK, Ireland, July 31, 2024 – Johnson Controls (NYSE: JCI), a global leader for smart, healthy and sustainable buildings, today announced that George R. Oliver has informed the Board of Directors that it is time to initiate the CEO succession plan following the company’s substantial progress on its portfolio transformation. Oliver has led the Johnson Controls’ business and portfolio transformation since becoming Johnson Controls’ chairman and CEO in 2017.

Accordingly, the Johnson Controls Board has begun a comprehensive search for the Company’s next CEO with the assistance of a nationally recognized executive search firm to aide in the evaluation of internal and external candidates. Oliver will continue to serve as chairman and CEO until a successor is named and will remain chair of the Board once the new CEO is named to allow for a smooth management transition.

“It has been a true honor to serve as CEO of Johnson Controls. I am proud of the remarkable success we have achieved in recent years to position our company as a pure-play provider of comprehensive solutions for commercial buildings. As we approach the completion of our business transformation and move to the next phase of growth, I believe that now is the right time to begin the process of identifying the next leader of the new Johnson Controls,” said Oliver. “Today, Johnson Controls is a leading provider of technology and solutions that make buildings smarter, creating a one-of-a-kind offering that drives value for customers and shareholders. Following this substantial milestone in our portfolio transformation, I am confident that Johnson Controls is solidly positioned for its next chapter, and I look forward to supporting the team to help ensure the Company achieves its full potential.”

“On behalf of the Board, I thank George for his unwavering passion, leadership and commitment to Johnson Controls over the last seven years and since our merger with Tyco,” said Jürgen Tinggren, Johnson Controls lead independent director. “As chairman and CEO, George has successfully led Johnson Controls through a period of significant evolution, with a clear vision to optimize the Company to deliver greater value for our customers, employees and our shareholders. The Board will work closely with George to conduct a thorough and comprehensive search to identify the best individual to lead the future of Johnson Controls.”

Board Refreshment

As part of the Company's ongoing Board refreshment efforts and following a constructive dialogue with Elliott Investment Management L.P. (together with its affiliates, “Elliott”), Johnson Controls appointed Patrick Decker to serve on its Board, effective immediately. Decker previously served as president and CEO of Xylem Inc. prior to his retirement. With the appointment, the Board is comprised of 13 directors, 12 of whom are independent.

“Patrick is a fantastic addition of a world-class executive with experience transforming Xylem from an industrial products company to an advanced technology, services and solutions enterprise,” said Tinggren. “Patrick’s appointment reflects our commitment to continuously refresh our board to ensure the skills and experiences of our directors appropriately reflect Johnson Controls’ transforming business. We welcome Patrick to the Board and are excited to benefit from the experience and expertise he will bring.”

“Over the last several years under George’s leadership, Johnson Controls has built an industry leading portfolio that provides unique and critical building solutions to its customers,” said Marc Steinberg, Partner at Elliott. “As one of Johnson Controls’ largest investors, we believe the leadership and board actions announced today along with the recent portfolio changes position the Company to realize the benefits of its transformation, enhance operational performance and drive significant shareholder value creation. We appreciate the productive discussions we’ve had with George and his team and today’s financial results make it clear that Johnson Controls is on the right path to capitalize on the opportunities ahead.”

About George Oliver

George R. Oliver is Chairman and Chief Executive Officer of Johnson Controls. Prior to becoming CEO on Sept. 1, 2017, he served as president and chief operating officer with responsibility for the company’s operating businesses. He also led the integration of Johnson Controls and Tyco following their September 2016 merger.

George previously served as CEO of Tyco and as a member of its Board of Directors from September 2012 through the September 2016 merger with Johnson Controls. He joined Tyco in July 2006 as president of Tyco Safety Products and assumed additional responsibility as president of Tyco Electrical & Metal Products from 2007 through 2010. He was appointed president of Tyco Fire Protection in 2011.

Prior to Tyco, George had a more than 20-year career with General Electric (GE), where he served in operational roles of increasing responsibility in several divisions including as president and CEO of GE Water & Process Technologies and president and CEO of GE Engine Services, as well as previous leadership roles in GE's Aircraft Engines and Appliances divisions.

George holds a Bachelor of Science degree in mechanical engineering from Worcester Polytechnic Institute, where he serves as a member of the Board of Trustees.

About Patrick Decker

Patrick Decker is the retired president and CEO of Xylem Inc., a leading water technology provider. Decker served as president and CEO from March 2014 through December 2023.

Prior to leading Xylem, Patrick served as president and CEO of Harsco Corporation, a global industrial products company, from 2012 until 2014. Prior to Harsco, he served in various leadership roles at Tyco from 2003 until 2012, including as president, Tyco Flow Control, a global provider of industrial solutions to the energy and water sectors.

Prior to Tyco, Patrick served with Bristol-Myers Squibb for twelve years in financial and operational roles, predominantly in its Latin America and Asia divisions. He started his career with Price Waterhouse LLP.

Patrick holds a Bachelor of Science degree in Accounting and Finance from Indiana University.

About Johnson Controls

At Johnson Controls (NYSE: JCI), we transform the environments where people live, work, learn and play. As the global leader in smart, healthy and sustainable buildings, our mission is to reimagine the performance of buildings to serve people, places and the planet.

Building on a proud history of nearly 140 years of innovation, we deliver the blueprint of the future for industries such as healthcare, schools, data centers, airports, stadiums, manufacturing and beyond through OpenBlue, our comprehensive digital offering.

Today, with a global team of 100,000 experts in more than 150 countries, Johnson Controls offers the world's largest portfolio of building technology and software as well as service solutions from some of the most trusted names in the industry.

Visit www.johnsoncontrols.com for more information and follow @Johnson Controls on social

platforms.

JOHNSON CONTROLS INTERNATIONAL PLC CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Johnson Controls International plc has made statements in this communication that are forward-looking and therefore are subject to risks and uncertainties. All statements in this document other than statements of historical fact are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, among other things, statements relating to the Company’s Chief Executive Officer succession plan. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. Johnson Controls cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond its control, that could cause its actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, the risks contained in the section entitled “Risk Factors” in Johnson Controls Annual Report on Form 10-K for the fiscal year filed with the SEC, which is available at www.sec.gov and www.johnsoncontrols.com under the “Investors” tab, and such factors may be updated from time to time in Johnson Controls filings with the SEC, which are or will be accessible on the SEC’s website at www.sec.gov. Shareholders, potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this communication are made only as of the date of this document, unless otherwise specified, and, except as required by law, Johnson Controls assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this communication.

Investor Contact:

Jim Lucas

Direct: 1-414-340-1752

Email: jim.lucas@jci.com

Media Contact:

Trent Perrotto

Direct: 1-414-524-8687

Email: media@jci.com

XML

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Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 30, 2024
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