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Johnson Controls International plc 8-K Report, Shareholder Vote Results (Sep 11, 2014)

Filed September 11, 2014For Securities:JCI

Summary

This 8-K filing from Johnson Controls International plc (JCI), reported on September 11, 2014, details the outcome of a Special General Meeting of Shareholders for Tyco International Ltd. The primary focus was the approval of a merger agreement between Tyco International Ltd. and Tyco International plc ("Tyco Ireland"). This merger is designed to change Tyco's jurisdiction of incorporation from Switzerland to Ireland. The meeting confirmed overwhelming shareholder support for the merger, with Proposal No. 1, the approval of the Merger Agreement, passing by a significant margin. Additionally, shareholders approved Proposal No. 2, which facilitates the creation of distributable reserves for Tyco Ireland post-merger, a necessary step for the company's financial structure following the transaction. The merger is anticipated to become effective in November 2014.

Key Highlights

  • 1Tyco International Ltd. shareholders overwhelmingly approved the merger agreement to reincorporate in Ireland (Tyco International plc).
  • 2The merger is expected to be effective in November 2014, changing the company's jurisdiction from Switzerland to Ireland.
  • 3Shareholder approval was also granted for creating distributable reserves in Tyco Ireland, a procedural step for post-merger financial operations.
  • 4The voting quorum was met with 359,687,719 shares represented at the Special General Meeting.
  • 5The filing references a press release dated September 11, 2014, containing further details about these events.

Frequently Asked Questions

This 8-K filing announces the results of a Special General Meeting of Tyco International Ltd. shareholders, specifically detailing their approval of a merger agreement that will reincorporate the company in Ireland and a related proposal concerning distributable reserves.

The merger is expected to become effective in November 2014.

Upon completion of the merger, each shareholder of Tyco International Ltd. will receive one share of the newly incorporated Tyco International plc for each share of Tyco International Ltd. they held immediately prior to the effectiveness of the merger.

Both key proposals were approved by the requisite shareholder votes: Proposal No. 1 to approve the Merger Agreement passed with a substantial majority, and Proposal No. 2 to create distributable reserves for Tyco Ireland also received approval.