8-KLeadership ChangesExhibits & Filings

Johnson Controls International plc 8-K Report, Executive Changes (Dec 6, 2018)

Filed December 6, 2018For Securities:JCI

Summary

This 8-K filing from Johnson Controls International plc (JCI) primarily announces a change in its Board of Directors. Brian Duperreault, a current director, has decided not to seek re-election and will retire from the board at the conclusion of the 2019 Annual Meeting of Stockholders. His departure is amicable, with no disagreements cited regarding the company's operations, policies, or practices. In parallel, JCI has appointed Pierre Cohade as a new director, effective December 5, 2018, with his term set to expire at the next annual general meeting. Mr. Cohade has also been appointed to the Audit Committee of the Board. His appointment includes a restricted stock unit (RSU) award valued at approximately $38,750, which vests prior to the 2019 annual meeting. The company has also entered into standard indemnification agreements with Mr. Cohade to protect him against potential liabilities arising from his board service.

Key Highlights

  • 1Brian Duperreault will retire from the JCI Board of Directors at the 2019 Annual Meeting of Stockholders.
  • 2Mr. Duperreault's retirement is not due to any disagreements with the company.
  • 3Pierre Cohade has been appointed as a new director to the JCI Board.
  • 4Mr. Cohade has also been appointed to the Audit Committee.
  • 5Mr. Cohade received an RSU award valued at approximately $38,750, vesting prior to the 2019 annual meeting.
  • 6Standard indemnification agreements have been executed for Mr. Cohade, consistent with other directors.
  • 7No related party transactions involving Mr. Cohade were disclosed.

Frequently Asked Questions

Brian Duperreault has decided not to stand for re-election at the end of his current term and will retire from the board effective as of the conclusion of the Company’s 2019 Annual Meeting of Stockholders. The filing states his decision was not due to any disagreements with the Company on any matter relating to its operations, policies, or practices.

Pierre Cohade has been appointed as a new director to the Board of Directors. He has also been appointed to serve on the Audit Committee. His term will expire at the conclusion of the next annual general meeting of the Company.

Mr. Cohade will receive compensation according to the Company’s standard arrangements for directors. He was also granted a restricted stock unit (RSU) award with a grant date fair value of approximately $38,750, which represents a pro-rata portion of a full year's award and will vest one day prior to the 2019 Annual Meeting of Shareholders.

Yes, Johnson Controls International plc and its subsidiary Tyco Fire & Security (US) Management, Inc. have entered into Indemnification Agreements with Mr. Cohade. These agreements are in the same form as those used with other directors and provide indemnification against expenses incurred as a result of his service on the board, to the fullest extent permitted by law.