Johnson Controls International plc filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$JCI
Industrial Machinery/Components
Industrials
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On June 3, 2026, the Board of Directors (the “Board”) of Johnson Controls International plc (the "Company") increased the size of the Board to 12 directors in accordance with its Memorandum and Articles of Association and appointed Irene Esteves to serve as a member of the Company’s Board with a term expiring at the conclusion of the next annual general meeting of shareholders of the Company, where she is expected to stand for re-election. Ms. Esteves was also appointed to serve on the Audit Committee of the Board.
Ms. Esteves will receive compensation pursuant to the Company’s standard arrangements for directors as described in its Proxy Statement for the 2026 Annual General Meeting of Shareholders, including a prorated quarterly retainer payment of $11,154 for the Company’s fiscal third quarter. In connection with her election, Ms. Esteves received a restricted stock unit (“RSU”) award with a grant date of June 8, 2026 and a grant date fair value of $135,000, representing the pro-rata value of a full year non-employee director award of $180,000. This RSU award will vest one day immediately prior to the 2027 Annual General Meeting of Shareholders.
Each of the Company and its wholly owned subsidiary, Tyco Fire & Security (US) Management, LLC (“Tyco F&S”), will indemnify Ms. Esteves pursuant to Indemnification Agreements in the same form as they have used with other directors of the Company. The form indemnification agreements provide that, to the fullest extent permitted by law, the Company and/or Tyco F&S will indemnify each director against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the director in connection with any claim against the director as a result of the director’s service as a member of the Board. The summaries of the material terms of the form indemnification agreements set forth above are qualified in their entirety by reference to the full text of the applicable agreements. (See Exhibits 10.2 and 10.3, respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2025, which exhibits are incorporated herein by reference.)
There are no related party transactions involving Ms. Esteves that would require disclosure pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Esteves and any other persons pursuant to which she was selected as a director of the Company.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the appointment of Ms. Esteves as described in Item 5.02 above is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained in this Item 7.01, including the accompanying Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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: June 3, 2026 | By: | /s/ Richard J. Dancy | ||||||||||||
| Name: | Richard J. Dancy | |||||||||||||
| Title: | Vice President and Corporate Secretary | |||||||||||||