Additional Proxy Soliciting Materials (definitive) (defa14a)
January 13 2017 - 3:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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JOHNSON CONTROLS INTERNATIONAL PUBLIC LIMITED COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☒
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on March 8, 2017.
JOHNSON CONTROLS INTERNATIONAL
PLC
JOHNSON CONTROLS INTERNATIONAL PLC
ONE
ALBERT QUAY
CORK, IRELAND
Meeting Information
Meeting Type:
Annual General Meeting
For holders as of:
January 4, 2017
Date:
March 8, 2017
Time:
3:00 PM, Local Time
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Location:
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The Merrion Hotel
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You are receiving this communication because you hold shares in the company
named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more
complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice
to obtain proxy materials and voting instructions.
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
COMBINED DOCUMENT
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
How to
Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents,
you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
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1)
BY INTERNET
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www.proxyvote.com
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2)
BY TELEPHONE
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1-800-579-1639
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3)
BY E-MAIL*
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sendmaterial@proxyvote.com
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* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the
box marked by the arrow
(located on the following page) in the subject line.
Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before February 22, 2017 to facilitate timely delivery.
How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person:
Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting
attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box
marked by the arrow
(located on the following page) available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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Ordinary Business
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The Board of Directors recommends you vote FOR
proposals one through five and seven through nine:
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1.
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By separate resolutions, to elect the following individuals as Directors for a period of one year, expiring at the end
of the Companys Annual General Meeting of Shareholders in 2018:
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Nominees:
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1a.
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David P. Abney
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1b.
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Natalie A. Black
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1c.
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Michael E. Daniels
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1d.
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Brian Duperreault
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1e.
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Jeffrey A. Joerres
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1f.
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Alex A. Molinaroli
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1g.
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George R. Oliver
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1h.
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Juan Pablo del Valle Perochena
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1i.
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Jürgen Tinggren
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1j.
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Mark Vergnano
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1k.
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R. David Yost
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2.a
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To ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company.
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2.b
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To authorize the Audit Committee of the Board of
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Directors to set the auditors remuneration.
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Special Business
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3.
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To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares.
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4.
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To determine the price range at which the Company can re-allot shares that it holds as treasury shares (Special
Resolution).
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5.
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To approve, in a non-binding advisory vote, the compensation of the named executive officers.
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For proposal six, the Board of Directors recommends you
vote for the ANNUAL OPTION:
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6.
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To approve, in a non-binding advisory vote, the frequency of the non-binding advisory vote on the compensation of the named executive
officers.
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7.
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To approve the material terms of the performance goals under the Johnson Controls International plc 2012 Share and Incentive
Plan.
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8.
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To approve the Directors authority to allot shares up to approximately 33% of issued share capital.
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9.
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To approve the waiver of statutory pre-emption rights with respect to up to 5% of issued share capital (Special
Resolution).
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