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Item 5.07
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Submission of matters to a vote of security holders.
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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.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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Jean Blackwell
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639,195,120
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9,115,545
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1,338,143
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40,820,437
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Pierre Cohade
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643,547,055
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4,754,590
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1,347,163
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40,820,437
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Michael E. Daniels
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630,200,148
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18,184,984
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1,263,676
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40,820,437
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Juan Pablo del Valle
Perochena
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629,358,571
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18,939,305
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1,350,932
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40,820,437
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W. Roy Dunbar
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639,159,624
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9,188,325
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1,300,859
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40,820,437
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Gretchen R. Haggerty
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643,994,841
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4,342,425
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1,311,542
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40,820,437
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Simone Menne
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643,722,142
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4,599,908
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1,326,758
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40,820,437
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George R. Oliver
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611,836,132
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33,768,538
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4,044,138
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40,820,437
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Jürgen Tinggren
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642,183,155
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6,126,927
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1,338,726
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40,820,437
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Mark Vergnano
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639,388,837
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8,921,780
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1,338,191
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40,820,437
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R. David Yost
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634,669,666
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13,548,985
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1,430,157
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40,820,437
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John D. Young
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643,056,436
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5,234,688
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1,357,684
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40,820,437
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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.
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FOR
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AGAINST
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ABSTAIN
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654,338,510
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35,298,025
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832,710
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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.
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FOR
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AGAINST
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ABSTAIN
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680,355,749
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8,783,260
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1,330,236
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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.
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FOR
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AGAINST
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ABSTAIN
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675,309,460
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11,741,107
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3,418,678
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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.
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FOR
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AGAINST
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ABSTAIN
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680,116,251
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8,116,723
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2,236,271
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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.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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550,417,298
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96,890,965
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2,340,545
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40,820,437
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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.
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FOR
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AGAINST
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ABSTAIN
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664,730,509
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23,179,212
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2,559,524
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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.
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FOR
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AGAINST
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ABSTAIN
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677,546,714
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10,225,231
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2,697,300
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