Johnson Controls International : Description Proxy Statement (definitive)

Table of Contents

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐ Check the appropriate box:

☐ ☐ ☒ ☐ ☐

Preliminary Proxy Statement

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.

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12

)

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):

☒ ☐

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

• (1) Title of each class of securities to which transaction applies:

• (2) Aggregate number of securities to which transaction applies:

• (3) 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):

• (4) Proposed maximum aggregate value of transaction:

• (5) Total fee paid:

☐ ☐

Fee paid previously with preliminary materials.

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.

• (1) Amount Previously Paid:

• (2) Form, Schedule or Registration Statement No.:

• (3) Filing Party:

• (4) Date Filed:

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

WEDNESDAY, MARCH 6, 2019

THE MERRION HOTEL, 24 UPPER MERRION STREET, DUBLIN 2, IRELAND

NOTICE IS HEREBY GIVEN that the 2019 Annual General Meeting of Shareholders of Johnson Controls International plc will be held on March 6, 2019 at The Merrion Hotel, 24 Upper Merrion Street, Dublin 2, 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 2020:

• 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.

(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

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 Directors' authority to allot shares up to approximately 33% of issued share capital.

• 7. To approve the waiver of statutory pre-emption rights with respect to up to 5% of issued share capital (special resolution).

• 8. 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 18, 2019 to each holder of record of the Company's ordinary shares at

the close of business on January 2, 2019. The record date for the entitlement to vote at the Annual General Meeting is January 2, 2019 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, 2018. 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.

This proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and our Irish Statutory Accounts are available to shareholders atwww.proxyvote.comand 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 18, 2019

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 BE TAKEN AT THE MEETING; SUBMIT A LATER-DATED PROXY; OR ATTEND AND VOTE 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 BE A SHAREHOLDER. PROXIES MAY BE APPOINTED VIA THE INTERNET OR PHONE IN THE MANNER SET OUT IN THE ENCLOSED PROXY CARD. ALTERNATIVELY THEY MAY BE APPOINTED BY DEPOSITING THE ENCLOSED PROXY CARD (OR OTHER VALID SIGNED INSTRUMENT OF PROXY) WITH JOHNSON CONTROLS INTERNATIONAL PLC C/O BROADRIDGE, 51 MERCEDES WAY, EDGEWOOD, NY 11717 BY 5:00 P.M., EASTERN STANDARD TIME, ON MARCH 5, 2019 (WHICH WILL THEN BE FORWARDED TO JOHNSON CONTROLS INTERNATIONAL PLC'S REGISTERED ADDRESS ELECTRONICALLY) OR WITH JOHNSON CONTROLS INTERNATIONAL PLC, ONE ALBERT QUAY, CORK, IRELAND BY 5:00 P.M. LOCAL TIME ON MARCH 5, 2019. IF YOU WISH TO APPOINT A PERSON OTHER THAN THE INDIVIDUAL 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
T ABLE OF C ONTENTS
Proxy Statement Summary	1
Agenda Items	3
Proposal Number One - Election of Directors	3
Proposal Number Two - Appointment of Auditors and Authority to Set Remuneration	12
Audit and Non-Audit Fees	12
Audit Committee Report	14
Proposal Number Three - Authorization to Make Market Purchases of Company Shares	15

Proposal Number Four - Determine the Price Range at which the Company can Re-Allot Treasury Shares 17

Proposal Number Five - Advisory Vote on Executive Compensation 19

Proposal Number Six - Authorization for Directors to Allot Company Shares 20

Proposal Number Seven - Waiver of Statutory Pre-Emption Rights 22

Governance of the Company 24

Board of Directors 24

Compensation of Non-Employee Directors 38

Committees of the Board 39

Compensation Discussion & Analysis 42

Executive Compensation Tables 66

Summary Compensation Table 66

Grants of Plan-Based Awards Table 69

Outstanding Equity Awards Table 71

Option Exercise and Stock Vesting Table 73

Non-Qualified Deferred Compensation Table 75

Potential Payments upon Termination and Change-in-Control 76

CEO Pay Ratio 81

Questions and Answers 82

Non-GAAP Reconciliations 92

Unless we have indicated otherwise in this proxy statement, references to the "Company," "Johnson Controls," "we," "us," "our" and similar terms refer to Johnson Controls International plc and its consolidated subsidiaries.

2019 Proxy Statement

i

Table of Contents
P ROXY S TATEMENT S UMMARY
Annual General Meeting
Time and Date:	3:00 pm, local time, on March 6, 2019
Place:	The Merrion Hotel, 24 Upper Merrion Street, Dublin 2, Ireland
Record Date:	January 2, 2019
Voting:	Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the
Annual General Meeting
Admission:	All shareholders are invited to attend the Annual General Meeting. Registration will commence on the day
of the meeting.
Proposals to be Voted Upon

Board Recommendation

1.	Elect, by separate resolution, each nominee to the Board of Directors.	FOR each nominee
2.	To approve and ratify, by separate resolutions, the appointment of PricewaterhouseCoopers LLP as the	FOR both 2(a) and 2(b)
independent auditors of the Company and to authorize the Audit Committee of the Board of Directors to set the
auditors' remuneration.
3.	To authorize the Company and/or any subsidiary of the Company to make market purchases of Company	FOR
shares.
4.	To determine the price range at which the Company can re-allot shares that it holds as treasury shares.	FOR
5.	To approve, in a non-binding advisory vote, the compensation of the named executive officers.	FOR
6.	To approve the Directors' authority to allot shares up to approximately 33% of issued share capital.	FOR
7.	To approve the waiver of statutory pre-emption rights with respect to up to 5% of issued share capital.	FOR

2019 Proxy Statement

1