8-KOther Events

Johnson Controls International plc 8-K Report, Corporate Update (Aug 17, 2010)

Filed August 17, 2010For Securities:JCI

Summary

This 8-K filing from Tyco International Ltd. (registered as JCI in the prompt, but identified as Tyco International Ltd. in the filing) on August 17, 2010, primarily concerns a Rule 10b5-1 trading plan established by Edward D. Breen, the Chairman and CEO. The plan involves 1,828,301 shares issuable upon the exercise of option awards set to expire in 2012. This plan, executed during an open trading window, allows for the exercise of options and potential sale of shares at pre-determined times, irrespective of future material non-public information, aligning with Mr. Breen's personal financial and tax planning objectives. Investors should note that this plan is intended to facilitate an orderly liquidation of these options before their expiration, and Mr. Breen is expected to maintain stock ownership well above the company's established thresholds even after any potential sales. All transactions under this plan will be transparently reported through Form 144 and Form 4 filings with the SEC, providing ongoing visibility into Mr. Breen's stock transactions.

Key Highlights

  • 1CEO Edward D. Breen has established a Rule 10b5-1 trading plan for 1,828,301 shares.
  • 2The shares are tied to option awards scheduled to expire in 2012.
  • 3The plan allows for the exercise of options and sale of shares at pre-determined times.
  • 4It is designed for orderly liquidation of options and personal financial/tax planning.
  • 5Mr. Breen will remain above minimum stock ownership thresholds.
  • 6All plan transactions will be publicly reported via Form 144 and Form 4 filings.
  • 7The plan becomes effective on September 13, 2010.

Frequently Asked Questions

A Rule 10b5-1 trading plan is a written document that pre-establishes a plan for buying or selling a security. It allows an individual to set up a trading plan when they do not possess any material non-public information, thereby providing an affirmative defense against allegations of insider trading when the plan is executed.

Edward D. Breen is establishing this plan as part of his personal long-term financial and tax planning strategy and to ensure an orderly liquidation of his stock options before they expire in 2012. This plan allows him to diversify or realize value from these options without the risk of violating insider trading rules.

The plan covers 1,828,301 shares. While this represents a substantial number of options, the filing states that Mr. Breen will remain 'well above the minimum stock ownership thresholds established by the Company’s Board of Directors' after any transactions under the plan. This suggests he is not divesting his entire stake or reducing his commitment to the company.

All transactions conducted under this Rule 10b5-1 trading plan will be publicly reported to the Securities and Exchange Commission (SEC) through Form 144 and Form 4 filings. Investors can monitor these filings on the SEC's EDGAR database for transparency on the exercise and sale of shares.