Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
22 1월 2025 - 6:32AM
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 x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy
Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive Additional
Materials
¨ Soliciting
Material under §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):
x No fee
required.
¨ Fee paid
previously with preliminary materials.
¨ Fee computed
on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
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Control #
V60457-P22204-Z89035
JOHNSON CONTROLS INTERNATIONAL PLC
ONE ALBERT QUAY
CORK, IRELAND
JOHNSON CONTROLS INTERNATIONAL PLC
2025 Annual General Meeting
Vote by March 11, 2025
11:59 PM ET
You invested in JOHNSON CONTROLS INTERNATIONAL PLC and it’s time to vote!
You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice regarding the
availability of proxy materials for the shareholder meeting to be held on March 12, 2025.
Get informed before you vote
View the Combined Notice and Proxy Statement, Annual Report, Irish Statutory Accounts and Non-Financial Disclosure Report online
OR you can receive a free paper or email copy of the material(s) by requesting prior to February 15, 2025. If you would like to request a
copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or
(3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the
subject line. Unless requested, you will not otherwise receive a paper or email copy.
Vote in Person at the Meeting*
March 12, 2025
3:00 PM, Local Time
The Merrion Hotel
24 Upper Merrion Street
Dublin 2, Ireland |
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V60458-P22204-Z89035
Voting Items
Board
Recommends
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the upcoming shareholder
meeting. Please follow the instructions on the reverse side to vote these important
matters. We are monitoring public health developments and other circumstances,
as well as guidance issued by relevant health organizations. Should we determine
that alternative arrangements may be advisable or required, such as changing the
date, time, location or format of the meeting, we will announce our decision by
press release and post additional information on our Investor Relations section
of our website. Furthermore, to promote the health and safety of attendees,
we may impose additional procedures or limitations on meeting attendance
based on applicable governmental requirements or recommendations or facility
requirements.
Ordinary Business
1. By separate resolutions, to elect 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 2026:
Nominees:
1a. Timothy M. Archer For
1b. Jean Blackwell For
1c. Pierre Cohade For
1d. Patrick K. Decker For
1e. W. Roy Dunbar For
1f. Gretchen R. Haggerty For
1g. Ayesha Khanna For
1h. Seetarama (Swamy) Kotagiri For
1i. George R. Oliver For
1j. Jurgen Tinggren For
1k. Mark Vergnano For
1l. John D. Young For
2.a To ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company. For
2.b To authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration. For
Special Business
3. To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares. For
4. To determine the price range at which the Company can re-allot shares that it holds as treasury shares (Special
Resolution). 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 20% of issued share capital. For
7. To approve the waiver of statutory preemption rights with respect to up to 20% of the issued share capital (Special
Resolution). For |
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