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Johnson Controls International Plc Fiscal 2020 Annual Report

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Johnson Controls International Plc Fiscal 2020 Annual Report NOTICE OF ANNUAL GENERAL MEETING & PROXY STATEMENT Notice of Annual General Meeting of Shareholders Date and Time Place Record Date 3:00 pm, local time, Arthur Cox, January 7, 2021 March 10, 2021 Ten Earlsfort Terrace Dublin 2, D02 T380 Ireland NOTICE IS HEREBYGIVEN that the 2021 Annual General Meeting of Shareholders of Johnson Controls International plc will be held on March 10, 2021 at the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland at 3:00 pm, local time for the following purposes: Ordinary Business 1. By separate resolutions, to elect each of the following individuals as Directors for a period of one year, expiring at the end of the Company’s Annual General Meeting of Shareholders in 2022: (a) Jean Blackwell (b) Pierre Cohade (c) Michael E. Daniels (d) Juan Pablo del Valle Perochena (e) W. Roy Dunbar (f) Gretchen R. Haggerty (g) Simone Menne (h) George R. Oliver (i) Jürgen Tinggren (j) Mark Vergnano (k) R. David Yost (l) John D. Young 2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company and to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration. Special Business 3. To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares. 4. To determine the price range at which the Company can re-allot shares that it holds as treasury shares (special resolution). 5. To approve, in a non-binding advisory vote, the compensation of the named executive officers. 6. To approve the Johnson Controls International plc 2021 Equity and Incentive Plan. 7. To approve the Directors’ authority to allot shares up to approximately 33% of issued share capital. 8. To approve the waiver of statutory pre-emption rights with respect to up to 5% of issued share capital (special resolution). 9. To act on such other business as may properly come before the meeting or any adjournment thereof. This notice of Annual General Meeting and proxy statement and the enclosed proxy card are first being sent on or about January 22, 2021 to each holder of record of the Company’s ordinary shares at the close of business on January 7, 2021. The record date for the entitlement to vote at the Annual General Meeting is January 7, 2021 and only registered shareholders of record on such date are entitled to notice of, and to attend and vote at, the Annual General Meeting and any adjournment or postponement thereof. During the meeting, management will also present the Company’s Irish Statutory Accounts for the fiscal year ended September 30, 2020. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card to ensure that your shares are represented at the meeting. Shareholders of record who attend the meeting may vote their shares personally, even though they have sent in proxies. In addition to the above resolutions, the business of the Annual General Meeting shall include, prior to the proposal of the above resolutions, the consideration of the Company’s statutory financial statements and the report of the Directors and of the statutory auditors and a review by the shareholders of the Company’s affairs. The well-being of all attendees and participants at the Annual General Meeting is a primary concern for the Company and in this context we are closely monitoring developments in relation to the coronavirus (COVID-19) pandemic. The Annual General Meeting will proceed subject to the guidance provided by the Government of Ireland and the Department of Health (of Ireland) or any other governmental agency in place at the time of the meeting and such other measures as the Board considers appropriate to address health and safety concerns. As a result, there may be restrictions on travel and/or gatherings that affect or prohibit travel to and in-person attendance at the Annual General Meeting. In addition, we may deem it advisable to have the members of our Board and senior management not be physically present at our Annual Meeting in Ireland and instead participate remotely in order to mitigate the health risks posed by the pandemic. Furthermore, to promote the health and safety of attendees, we may impose additional procedures or limitations on meeting attendance based on applicable governmental requirements or recommendations or facility requirements. Such additional procedures or limitations may include, but are not limited to, thorough screenings of attendees (including temperature checks), limits on the number of attendees to promote social distancing and requiring the use of face masks. We therefore strongly encourage all shareholders to vote their shares by proxy in advance of the Annual General Meeting to ensure you can vote and be represented at the Annual General Meeting if attending in person is not feasible or not recommended. This can be done in advance of the Annual General Meeting by availing of one of the voting options detailed in the accompanying proxy statement. In addition, details of the business to be presented at the meeting can also be found in the accompanying proxy statement. Your vote is important and we encourage you to submit your proxy as soon as possible so that your shares will be represented at the meeting. We will continue to monitor the impact of COVID-19 and any relevant updates regarding the Annual General Meeting will be available on the Investor Relations section of our website (http://investors.johnsoncontrols.com). Shareholders are also encouraged to keep up-to-date with, and follow, the guidance from the Government of Ireland and the Department of Health (of Ireland) (as appropriate) as circumstances may change at short notice. Should we determine that alternative arrangements may be advisable or required, such as changing the date, time, location or format of the meeting, we will announce our decision by press release and/or filing with the Securities and Exchange Commission and also post additional information on the Investor Relations section of our website (http://investors.johnsoncontrols.com). This proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 and our Irish Statutory Accounts are available to shareholders at www.proxyvote.com and are also available in the Investor Relations section of our website at www.johnsoncontrols.com. By Order of the Board of Directors, John Donofrio Executive Vice President and General Counsel January 22, 2021 PLEASE PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD. THE PROXY IS REVOCABLE AND IT WILL NOT BE USED IF YOU: GIVE WRITTEN NOTICE OF REVOCATION TO THE PROXY PRIOR TO THE VOTE TO BETAKEN AT THE MEETING; SUBMIT A LATER-DATED PROXY; OR ATTEND ANDVOTE PERSONALLY AT THE MEETING. ANY SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING MAY APPOINT ONE OR MORE PROXIES USING THE ENCLOSED PROXY CARD (OR THE FORM IN SECTION 184 OF THE COMPANIES ACT 2014) TO ATTEND, SPEAK AND VOTE ON THAT SHAREHOLDER’S BEHALF. THE PROXY NEED NOT BEASHAREHOLDER. PROXIES MAY BE APPOINTEDVIA THE INTERNET OR PHONE IN THE MANNER SET OUT IN THE ENCLOSED PROXY CARD. ALTERNATIVELY THEY MAY BE APPOINTEDBY DEPOSITING THE ENCLOSED PROXY CARD(OR OTHER VALID SIGNED INSTRUMENT OF PROXY)WITHJOHNSON CONTROLS INTERNATIONAL PLC C/O BROADRIDGE,51 MERCEDES WAY, EDGEWOOD, NY 11717 BY 5:00 P.M., EASTERN STANDARD TIME, ON MARCH 9, 2021 (WHICHWILL THEN BE FORWARDED TO JOHNSON CONTROLS INTERNATIONAL PLC’S REGISTERED ADDRESS ELECTRONICALLY) OR WITHJOHNSON CONTROLS INTERNATIONAL PLC, ONE ALBERT QUAY, CORK, IRELANDBY 5:00 P.M. LOCAL TIME ON MARCH 9, 2021. IF YOU WISH TO APPOINT A PERSON OTHER THAN THEINDIVIDUAL SPECIFIED IN THE ENCLOSED PROXY CARD, PLEASE CONTACT OUR COMPANY SECRETARY AND ALSO NOTE THAT YOUR NOMINATED PROXY MUST ATTEND THE MEETING IN PERSON IN ORDER FOR YOUR VOTES TO BE CAST. TABLE OF CONTENTS Proxy Statement Summary .............................................................................................. 1 Agenda Items ............................................................................................................. 10 Proposal Number One – Election of Directors.................................................................... 10 Proposal Number Two – Appointment of Auditors and Authority to Set Remuneration ...................... 16 Audit and Non-Audit Fees..................................................................................... 16 Audit Committee Report ....................................................................................... 17 Proposal Number Three – Authorization to Make Market Purchases of Company Shares .................. 19 Proposal Number Four – Determine the Price Range at which the Company can Re-Allot Treasury Shares ............................................................................................................. 20 Proposal Number Five – Advisory Vote on Executive Compensation ......................................... 21 Proposal Number Six – Approval of the Johnson Controls International plc 2021 Equity and Incentive Plan ................................................................................................................ 22 Proposal Number Seven – Authorization for Directors to Allot Company Shares ............................ 34 Proposal Number Eight – Waiver of Statutory Pre-Emption Rights ............................................ 35 Governance of the Company ............................................................................................ 36 Compensation of Non-Employee
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