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Johnson Controls International plc 8-K Report, Shareholder Vote Results (Mar 12, 2012)

Filed March 12, 2012For Securities:JCI

Summary

This 8-K filing from Tyco International Ltd. reports on the proceedings of its 2012 Annual General Meeting of Shareholders held on March 7, 2012. The primary focus for investors is the overwhelming approval of all management-proposed resolutions by a significant majority of shareholders present and represented by proxy. Key outcomes include the approval of financial statements, discharge of the board from liability, election of directors, appointment of auditors, and specific financial and corporate actions. Notably, shareholders approved a cash dividend of up to $1.00 per share, with a portion to be paid in installments during 2012 and conditional payments in late 2012 and early 2013, contingent on the timing of spin-off record dates. The meeting also saw the approval of amendments to the company's Articles of Association to align with new Swiss legal regulations regarding book-entry shares and a change in the registered seat, with further amendments expected.

Key Highlights

  • 1All management proposals, including the approval of annual financial statements and the discharge of the Board of Directors from liability for FY2011, received strong shareholder approval.
  • 2All proposed directors were elected with a substantial majority of votes.
  • 3Shareholders approved a cash dividend of up to $1.00 per share, with scheduled payments throughout 2012 and conditional payments in late 2012/early 2013.
  • 4Deloitte AG (Zürich) was elected as statutory auditors, and Deloitte & Touche LLP was ratified as the independent registered public accounting firm for US reporting.
  • 5PricewaterhouseCoopers AG (Zürich) was elected as special auditors.
  • 6Shareholders approved amendments to the Articles of Association to reflect new Swiss legal regulations on book-entry shares and a change in the company's registered seat.
  • 7The non-binding advisory vote on executive compensation also received shareholder approval.

Frequently Asked Questions

The 2012 Annual General Meeting saw overwhelming shareholder approval for all management proposals. This included the adoption of financial statements, the discharge of the Board of Directors, the election of directors, the appointment of auditors, and amendments to the company's Articles of Association. A significant outcome for shareholders was the approval of a cash dividend of up to $1.00 per share.

Yes, shareholders approved a cash dividend of up to $1.00 per share. A portion of this dividend will be paid in two equal installments of $0.25 per share on May 23, 2012, and August 22, 2012. Additionally, shareholders conditionally approved further $0.25 dividend payments on November 15, 2012, and February 20, 2013, which are contingent on the timing of the record dates for the spin-offs of the company's flow control and North American residential and small business security businesses.

Tyco International's shareholders approved amendments to the Articles of Association to comply with new Swiss legal regulations concerning book-entry shares. Additionally, the amendments reflect a change in the company's registered seat within Switzerland, with further amendments to Article 1 expected once the corporate seat is officially moved to Neuhausen.

The non-binding advisory (consultative) vote on executive compensation was approved by the shareholders, indicating general support for the compensation practices as outlined in the Proxy Statement's "Executive Compensation Report."