Johnson Controls

On December 7, 2022, R. David Yost notified the Board of Directors of Johnson Controls International plc (the “Company”) that he will not seek re-election at the end of his term and will retire at the 2023 Annual General Meeting of Shareholders scheduled to be held on March 8, 2023. His retirement will be effective on that date. Mr. Yost’s decision to retire was in accordance with the Company’s director retirement policy and not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

On July 6, 2022, Johnson Controls International plc (the “Company”), announced that Jeff Williams, the Company’s Vice President and President, Global Products, has informed the Company of his decision to retire from such position effective August 1, 2022. A copy of the press release announcing Mr. Williams’ retirement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

On June 28, 2022, Johnson Controls International plc (the “Company”) appointed Daniel C. “Skip” McConeghy, 55 to the position of Vice President, Chief Accounting and Tax Officer. In this role, Mr. McConeghy will serve as the Company’s Principal Accounting Officer. Previously, Olivier Leonetti, the Company’s Executive Vice President and Chief Financial Officer, served as the Company’s Principal Accounting Officer on an interim basis. Mr. McConeghy has served as the Company’s Vice President, Global Tax since October 2020 and as interim Controller since February 2022. Mr. McConeghy previously served as the Company’s Vice President, Corporate Tax Planning, from July 2012 through October 2020. Prior to joining the Company, Mr. McConeghy was a Tax Partner at PricewaterhouseCoopers, from July 1999 through June 2012. In connection with Mr.

On February 11, 2022, Robert VanHimbergen notified Johnson Controls International plc (the “Company”) of his intention to resign as the Company’s Vice President, Corporate Controller and principal accounting officer to take an executive role outside of the Company. The effective date of Mr. VanHimbergen’s resignation is March 4, 2022. Mr. VanHimbergen’s resignation was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Mr. VanHimbergen’s resignation, Olivier Leonetti, the Company’s Executive Vice President and Chief Financial Officer, will assume the role and responsibilities of principal accounting officer on an interim basis as of the effective date of Mr. VanHimbergen’s resignation. Mr.

On December 8, 2021, Juan Pablo del Valle Perochena notified the Board of Directors of Johnson Controls International plc (the “Company”) that he will not seek re-election at the end of his term and will retire at the 2022 Annual General Meeting of Shareholders scheduled to be held on March 9, 2022. Mr. del Valle Perochena’s decision not to stand for re-election was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

At the 2021 Annual General Meeting of Shareholders of Johnson Controls International plc (the “Company”) held on March 10, 2021, the shareholders of the Company approved the Johnson Controls International plc 2021 Equity and Incentive Plan (the “Plan”). The Plan provides that, subject to adjustment in the event of certain events described in the Plan, up to a total of 55,000,000 of the Company’s ordinary shares may be issued under the Plan. The Plan authorizes the grant to the Company’s and its affiliates’ eligible employees (including the Company’s named executive officers), non-employee directors, advisors and consultants of options, share appreciation rights, performance share units, restricted shares, restricted share units, cash incentive awards, dividends and dividend equivalent units and other awards based on shares.

On August 18, 2020, Johnson Controls International plc (the “Company”) announced that Olivier Leonetti, 55, would join the Company and succeed Brian Stief as the Company’s Chief Financial Officer. The Company previously announced that Mr. Stief plans to retire from the Company effective December 31, 2020. Mr. Leonetti is expected to join the Company during the fourth quarter of fiscal 2020 and will initially be appointed as Executive Vice President and Chief Financial Officer-Elect of the Company at the Company’s next regularly scheduled board meeting. It is expected that Mr. Leonetti will assume the role of Executive Vice President and Chief Financial Officer of the Company following the filing of the Company’s annual report on Form 10-K for fiscal year 2020. Following this transition, it is expected that Mr. Stief will remain in the role of Vice Chairman until his retirement. Mr.

On March 10, 2020, Rodney M. Rushing, Vice President & President, Building Solutions, North America of Johnson Controls International plc (the “Company”), notified the Company of his intention to resign from his position effective as of March 20, 2020.

(b) On November 7, 2019, Johnson Controls International plc (the “Company”), announced that Brian Stief, previously Executive Vice President and Chief Financial Officer of the Company, has been named Vice Chairman and Chief Financial Officer. The Company also announced that Mr. Stief plans to retire from such position effective December 31, 2020. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

On July 17, 2019, William C. Jackson, Vice President & President - Global Products, Building Technologies and Solutions and Corporate Strategy of Johnson Controls International plc (the “Company”), notified the Company of his intention to resign effective as of August 9, 2019. Mr. Jackson’s resignation constitutes a “good reason” termination for purposes of his existing change-in-control agreement with the Company, entitling him to the benefits described therein. A copy of Mr. Jackson’s form of change-in-control agreement was filed as Exhibit 10.32 to the Company’s 2018 Annual Report on Form 10-K filed on November 20, 2018 (incorporated by reference to Exhibit 10.Y to Johnson Controls Inc.’s Quarterly Report on Form 10-Q filed on August 3, 2010).

Retirement of Brian Duperreault as a Director On December 3, 2018, Brian Duperreault notified the Board of Directors of Johnson Controls International plc (the "Company") that he will not stand for re-election as a Director of the Company at the end of his current term and will retire from the Company’s Board of Directors effective as of the conclusion of the Company’s 2019 Annual Meeting of Stockholders. Mr. Duperreault’s decision not to stand for re-election was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

Departure of Directors or Principal Officers; Elections of Directors; Appointment of Principal Officers. On June 13, 2018, the Board of Directors of Johnson Controls International plc (the "Company") appointed Jean Blackwell to serve as a member of the Company’s Board of Directors with a term expiring at the conclusion of the next annual general meeting of the Company, where she is expected to stand for re-election. Ms. Blackwell was also appointed to serve on the Compensation Committee of the Board. Ms. Blackwell will receive compensation pursuant to the Company’s standard arrangements for directors as described in its Proxy Statement for the 2018 Annual General Meeting of Shareholders. In connection with her election, on June 13, 2018, Ms.

Retirement of Natalie A. Black as a Director On January 5, 2018, Natalie A. Black notified the Board of Directors of Johnson Controls International plc (the "Company") that she will not stand for re-election as a Director of the Company at the end of her current term and will retire from the Company’s Board of Directors effective as of the conclusion of the Company’s 2018 Annual Meeting of Stockholders. Ms. Black’s decision not to stand for re-election was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

Voluntary Termination of the Chief Executive Officer’s Current Severance and Change of Control Agreement George Oliver, Johnson Controls International plc's (the "Company") Chairman and Chief Executive Officer voluntarily terminated his Executive Employment Agreement dated as of January 24, 2016 (the “Executive Employment Agreement”) by letter agreement dated December 8, 2017 (the “Oliver Letter Agreement”). The Executive Employment Agreement was originally intended to cover an employment period for Mr. Oliver of 33 months following the merger (i.e., to June 2019), and a two year period following any subsequent change of control. However, as a result of the termination of his Executive Employment Agreement, Mr. Oliver no longer is entitled to the severance and change of control benefits or any other payments set forth therein.

Retirement of David P. Abney as a Director On December 6, 2017, David P. Abney notified the Board of Directors of Johnson Controls International plc (the "Company") that he will not stand for re-election as a Director of the Company at the end of his current term and will retire from the Company’s Board of Directors effective as of the conclusion of the Company’s 2018 Annual Meeting of Stockholders. Mr. Abney’s decision not to stand for re-election was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices. Appointment of John D. Young as a Director On December 7, 2017, the Board of Directors of the Company appointed John D. Young to serve as a member of the Company’s Board of Directors with a term expiring at the conclusion of the next annual general meeting of the Company, where he is expected to stand for re-election.

Departure of Executive Vice President and General Counsel On November 9, 2017, Johnson Controls International plc (the “Company”) issued a press release announcing that Judith A. Reinsdorf, the Company’s Executive Vice President and General Counsel since March 2007, has resigned from her position effective November 15, 2017. The Company also announced the appointment of John Donofrio, to succeed Ms. Reinsdorf as the Company’s Executive Vice President and General Counsel, effective November 15, 2017. Mr. Reinsdorf will remain with the Company through January 2018 in order to support an orderly transition. A copy of the press release is attached as an exhibit to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. As set forth in her Employment Offer Letter, dated as of September 1, 2016, between the Company and Ms.

On September 13, 2017, the Compensation Committee (the “Committee”) of the Board of Directors of Johnson Controls International plc (the “Company”) approved the amendment and restatement of the Johnson Controls International plc Executive Deferred Compensation Plan (as amended and restated effective September 2, 2016) (the “Prior DCP”) to reflect that no new participants, and no new deferrals of compensation will be permitted under the plan effective as of January 1, 2018. The Prior DCP as amended and restated effective as of January 1, 2018 is referred to herein as the Amended and Restated DCP.

On September 14, 2017, Johnson Controls International plc (“JCI”) (the “Company”) and Brian J. Stief, the Company’s Executive Vice President and Chief Financial Officer, terminated Mr. Stief’s Change of Control Executive Employment Agreement dated as of July 28, 2010, as amended (the “Stief COC Agreement”). In order to incentivize Mr. Stief to terminate the Stief COC Agreement and defer his plans for retirement, the Committee approved a comprehensive retention arrangement for Mr. Stief. The retention arrangement is designed to retain his services through December 2020. The Board of Directors and the Committee believe retaining the services of Mr. Stief will provide crucial continuity of senior management and will also facilitate and support the successful execution of the Company’s post-merger integration and succession planning activities.

Transition of Chairman and Chief Executive Officer As previously disclosed, in connection with the consummation of the merger (the “merger”) involving Johnson Controls, Inc. and Tyco International plc, the Board of Directors (the “Board”) of Johnson Controls International plc (the “Company”) appointed Alex A. Molinaroli as Chief Executive Officer of the Company and George R. Oliver as President and Chief Operating Officer of the Company, and determined that Mr. Oliver would succeed Mr. Molinaroli as Chief Executive Officer on March 2, 2018, the 18-month anniversary of the effective time of the merger. At that time, Mr. Molinaroli would become the Executive Chairman and would serve in such role for 12 months, after which Mr. Oliver would become Chairman and Chief Executive Officer of the Company.

Departure of Directors or Principal Officers; Elections of Directors; Appointment of Principal Officers. On June 14, 2017, the Board of Directors of Johnson Controls International plc (the "Company") appointed W. Roy Dunbar to serve as a member of the Company’s Board of Directors with a term expiring at the conclusion of the next annual general meeting of the Company, where he is expected to stand for re-election. Mr. Dunbar was also appointed to serve on the Audit Committee of the Board. Mr. Dunbar will receive compensation pursuant to the Company’s standard arrangements for directors as described in its Proxy Statement for the 2017 Annual General Meeting of Shareholders. In connection with his election, on June 14, 2017, Mr.

In connection with the distribution, R. Bruce McDonald resigned from his position as Executive Vice President and Vice Chairman of Johnson Controls. Mr. McDonald is the Chief Executive Officer and Chairman of the Board of Directors of Adient.

On September 8, 2016, the Compensation Committee of the Company Board approved an amendment and restatement of the Johnson Controls International plc 2012 Share and Incentive Plan (f/k/a the Tyco International plc 2012 Share and Incentive Plan) (the “ 2012 Plan ”) to document the assumption into the 2012 Plan of the remaining share reserves under the Johnson Controls, Inc. 2012 Omnibus Incentive Plan and the Johnson Controls, Inc. 2003 Stock Plan for Outside Directors (collectively, the “ Legacy Johnson Controls Plans ”) as of September 2, 2016. On and after September 2, 2016, no further awards may be made under the Legacy Johnson Controls Plans. The 2012 Plan, as amended and restated, is attached hereto as Exhibit 10.5.

The information contained in the Introductory Note is incorporated herein by reference. Resignations Upon the effectiveness of the merger, on September 2, 2016, the following directors voluntarily resigned from the Company’s board of directors: Edward D. Breen, Herman E. Bulls, Frank M. Drendel, Rajiv L. Gupta, Brendan R. O’Neill and Sandra S. Wijnberg. Appointments Upon the effectiveness of the merger, on September 2, 2016, Alex A. Molinaroli, David Abney, Natalie A. Black, Jeffrey A. Joerres, Juan Pablo del Valle Perochena and Mark P. Vergnano were appointed to the board of directors of the Company (the “appointed directors”). Upon the effectiveness of the merger, on September 2, 2016, the following persons (the “appointed officers”) were appointed as officers of the Company: 3 Alex A. Molinaroli, Chief Executive Officer and Chairman . Mr.

On May 27, 2016 Johnson Controls, Inc. (“Johnson Controls”) and Tyco International plc issued a joint press release announcing the senior executive team that will lead the combined company following the close of their planned merger, which is expected on or around October 1, 2016. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Biographical information for Brian Stief, who will serve as executive vice president and chief financial officer of the combined company, is set forth under the caption “Executive Officers of the Registrant” on page 22 of Johnson Controls’ Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2015 and is incorporated herein by reference as Exhibit 99.2. Compensation arrangements for Mr.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.