Johnson Controls (JCI) investors approve directors, buyback authority and share issuance limits

Rhea-AI Filing Summary

Johnson Controls International plc reported the final voting results from its annual general meeting. Holders of 556,390,065 ordinary shares were represented, and shareholders elected 11 directors, with Patrick Decker not standing for reelection and the Board size reduced from 12 to 11 members.

Shareholders ratified PricewaterhouseCoopers LLP as independent auditors and authorized the Audit Committee to set their remuneration. They also approved authority for market purchases of company shares and set the price range for re-allotting treasury shares. An advisory vote approved executive compensation.

Shareholders approved the Board’s authority to allot shares up to an aggregate nominal value of US$1,286,103, described as approximately 20% of issued ordinary share capital, and waived statutory pre-emption rights for cash issuances within the same nominal limit.

0000833444false00008334442026-03-042026-03-040000833444jci:OrdinarySharesParValue0.01Member2026-03-042026-03-040000833444jci:Notes0375PercentDue2027Member2026-03-042026-03-040000833444jci:Notes3000PercentDue2028Member2026-03-042026-03-040000833444jci:Notes5.500PercentDue2029Member2026-03-042026-03-040000833444jci:Notes1750PercentDue2030Member2026-03-042026-03-040000833444jci:SustainabilityLinkedNotes2000Due2031Member2026-03-042026-03-040000833444jci:Notes1000PercentDue2032Member2026-03-042026-03-040000833444jci:Notes4900PercentDue2032Member2026-03-042026-03-040000833444jci:Notes3.125PercentDue2033Member2026-03-042026-03-040000833444jci:Notes4250PercentDue2035Member2026-03-042026-03-040000833444jci:Notes6.000PercentDue2036Member2026-03-042026-03-040000833444jci:Notes5.700PercentDue2041Member2026-03-042026-03-040000833444jci:Notes5.250PercentDue2041Member2026-03-042026-03-040000833444jci:Notes4.625Percentdue2044Member2026-03-042026-03-040000833444jci:Notes5.125PercentDue2045Member2026-03-042026-03-040000833444jci:Debentures6.950PercentDueDecember12045Member2026-03-042026-03-040000833444jci:Notes4.500PercentDue2047Member2026-03-042026-03-040000833444jci:Notes4.950PercentDue2064Member2026-03-042026-03-04

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 4, 2026

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
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
3.125% Senior Notes due 2033			JCI33			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 5.07    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

FAQ

What did Johnson Controls (JCI) shareholders approve at the 2026 AGM?

Shareholders approved all proposals, including electing 11 directors, ratifying PricewaterhouseCoopers LLP as auditors, authorizing share repurchases, setting the price range for re-allotting treasury shares, approving executive compensation, expanding authority to allot shares, and waiving pre-emption rights for certain cash issuances.

How many Johnson Controls (JCI) shares were represented at the AGM vote?

Holders of 556,390,065 ordinary shares were represented in person or by proxy, constituting a quorum for the annual general meeting. This level of participation allowed all management and shareholder proposals on the agenda to receive binding or advisory decisions as described in the voting results.

What change was made to Johnson Controls’ Board of Directors after the AGM?

Following the meeting, the Board size decreased from 12 to 11 directors because Patrick Decker chose not to stand for reelection. All other nominated directors were elected to serve until the conclusion of the next annual general meeting, based on separate resolutions for each individual.

What auditor-related proposals did Johnson Controls (JCI) shareholders approve?

Shareholders ratified PricewaterhouseCoopers LLP as the company’s independent auditors and authorized the Audit Committee to set the auditors’ remuneration. These approvals formalize the external audit relationship and give the Audit Committee discretion over compensation arrangements within the approved governance framework.

Did Johnson Controls (JCI) shareholders approve executive compensation at the AGM?

Shareholders approved a non-binding advisory proposal on executive compensation as described in the proxy statement. The vote showed support for the company’s executive pay practices, though the resolution remains advisory and does not directly change existing compensation arrangements or contractual obligations.

What share issuance authority did Johnson Controls (JCI) shareholders grant the Board?

Shareholders approved the Board’s authority to allot shares up to an aggregate nominal value of US$1,286,103, described as approximately 20% of issued ordinary share capital. They also waived statutory pre-emption rights for cash issuances limited to the same aggregate nominal value threshold.

Did Johnson Controls (JCI) shareholders authorize share repurchases at the AGM?

Shareholders authorized the company and its subsidiaries to make market purchases of company shares, subject to the approved proposal’s terms. They also set a price range at which treasury shares can be re-allotted, providing a framework for potential buybacks and subsequent re-issuance activities.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 6.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 24.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 48.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 25.3 KB