Johnson Controls International plc

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. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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JOHNSON CONTROLS INTERNATIONAL PUBLIC LIMITED COMPANY

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Leading the Evolution of Smart, Healthy & Sustainable Buildings

Cautionary Statements For Forward-Looking Information

We have made statements in this Proxy Statement that are forward-looking and therefore are subject to risks and uncertainties. All statements in this document other than statements of historical fact are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may appear throughout this Proxy Statement, including the Proxy Summary, Compensation Discussion & Analysis and Governance of the Company — Sustainability. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” and terms of similar meaning are also generally intended to identify forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. We caution that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond our control, that could cause our actual results to differ materially from those expressed or implied by such forward-looking statements. A detailed discussion of risks related to our business is included in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the 2024 fiscal year filed with the SEC on November 19, 2024, as supplemented by any subsequently filed Quarterly Report on Form 10-Q. Shareholders, potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this Proxy Statement are made only as of the date of this document, unless otherwise specified, and, except as required by law, we assume no obligation, and disclaim any obligation, to update such statements to reflect events or circumstances occurring after the date of this Proxy Statement.

Website Information

This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

Letter to our Shareholders:

Dear Shareholders,

The Board and I are proud of the major milestones the Company achieved in 2024, paving the way for continued growth and shareholder value creation. Our dedicated teams have built momentum through the substantial progress of our portfolio transformation into a pure-play provider of comprehensive commercial buildings solutions. A year of strong operational and financial results positioned us well to capitalize on growing end markets. I am excited about the tremendous opportunities ahead, knowing we are better positioned to provide advanced engineered solutions that meet our customers’ evolving needs.

Delivered on Portfolio Transformation

We are committed to transforming Johnson Controls into a faster growing, more profitable and less complex company. This year, we took large strides toward that goal by announcing the divestiture of our Residential and Light Commercial HVAC business and our Air Distribution Technologies business, representing approximately 20% of our sales. These divestitures position Johnson Controls with a simplified, more efficient business model focused on delivering commercial business solutions. These strategic moves underscore our dedication to enhancing our focus on core commercial building solutions, setting the stage for sustained growth and profitability.

Bringing Value Across the Building Lifecycle While Leading the Way in Sustainability

The substantial progress in our transformation is allowing us to benefit from more consistent, predictable performance as our efforts translate into results — demonstrated by a growing record backlog and increased profitability. We are driving results based on our unique value proposition, with an ability to serve our customers over the lifecycle of the building.

Sustainability will remain at the heart of what we do at Johnson Controls. We are committed to delivering safe, healthy and efficient buildings through climate control systems, clean electrification technologies and systematic digitalization for both old and new buildings. Our solutions drive customer outcomes by improving productivity and maximizing outcomes in buildings, which drives business results and helps our customers achieve their sustainability goals.

Continued Board Refreshment and Succession Planning

As part of our commitment to ongoing Board refreshment and ensuring we have the right mix of skills and experience to support Johnson Controls’ evolving business profile, we welcomed Patrick Decker to the Board this year. Patrick is a world-class executive with extensive experience identifying and unlocking growth opportunities in the technology sector and has already contributed valuable insights to our transformation efforts.

Recently, Simone Menne informed us she would not be standing for re-election. We thank Simone for her contributions to the Johnson Controls board through the years.

As Johnson Controls prepares to move to the next phase of growth, we are also preparing for the next leader of the new Johnson Controls as the Board executes our CEO succession process. On a personal note, I am honored to have served as Johnson Controls’ Chief Executive Officer and Chairman of the Board since 2017 and oversee our transformation following the Johnson Controls-Tyco merger. I look forward to the naming of my successor and working to ensure a smooth transition as I continue in my role as Chair of the Board.

Looking ahead to 2025

We are energized by our continued progress as we look to achieve our financial and operational goals, building on the momentum we created in 2024. It is clear that our transformation efforts have taken hold, and our team has reached important milestones this year, creating strong momentum entering fiscal 2025. We are excited for the incredible opportunity ahead of us creating value for our shareholders, serving our customers, and caring for our communities.

Thank you,

George R. Oliver

Chairman and Chief Executive Officer

Notice of Annual General Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting of Shareholders of Johnson Controls International plc will be held on March 12, 2025 at The Merrion Hotel, 24 Upper Merrion Street, Dublin 2, Ireland at 3:00 pm, local time for the following purposes:

Ordinary Business

By separate resolutions, to elect each of 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:

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To ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company and to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration.

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Special Business

To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares.

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To determine the price range at which the Company can re-allot shares that it holds as treasury shares (special resolution).

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To approve, in a non-binding advisory vote, the compensation of the named executive officers.

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To approve the Directors’ authority to allot shares up to approximately 20% of issued share capital.

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To approve the waiver of statutory pre-emption rights with respect to up to 20% of issued share capital (special resolution).

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To act on such other business as may properly come before the meeting or any adjournment thereof.

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This notice of Annual General Meeting and Proxy Statement and the enclosed proxy card are first being sent on or about January 21, 2025 to each holder of record of the Company’s ordinary shares at the close of business on January 7, 2025. The record date for the entitlement to vote at the Annual General Meeting is January 7, 2025 and only registered shareholders of record on such date are entitled to notice of, and to attend and vote at, the Annual General Meeting and any adjournment or postponement thereof. During the meeting, management will also present the Company’s Irish Statutory Accounts for the fiscal year ended September 30, 2024. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card to ensure that your shares are represented at the meeting. Shareholders of record who attend the meeting may vote their shares personally, even though they have sent in proxies. In addition to the above resolutions, the business of the Annual General Meeting shall include, prior to the proposal of the above resolutions, the consideration of the Company’s statutory financial statements and the report of the Directors and of the statutory auditors and a review by the shareholders of the Company’s affairs.

Your vote is important and we encourage you to submit your proxy as soon as possible so that your shares will be represented at the meeting. This can be done in advance of the Annual General Meeting by availing of one of the voting options detailed in the accompanying Proxy Statement. In addition, details of the business to be presented at the meeting can also be found in the accompanying Proxy Statement.

This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 are available to shareholders at www.proxyvote.com and are also available in the Investor Relations section of our website at http://investors.johnsoncontrols.com. The Company’s Irish Statutory Accounts will also be available at those locations at least 21 days before the date of the Annual General Meeting.

By Order of the Board of Directors,

John Donofrio

Executive Vice President and General Counsel

January 21, 2025

PLEASE PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD. THE PROXY IS REVOCABLE AND IT WILL NOT BE USED IF YOU: GIVE WRITTEN NOTICE OF REVOCATION TO THE PROXY PRIOR TO THE VOTE TO BE TAKEN AT THE MEETING; SUBMIT A LATER-DATED PROXY; OR ATTEND AND VOTE PERSONALLY AT THE MEETING.

ANY SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING MAY APPOINT ONE OR MORE PROXIES USING THE ENCLOSED PROXY CARD (OR THE FORM IN SECTION 184 OF THE COMPANIES ACT 2014) TO ATTEND, SPEAK AND VOTE ON THAT SHAREHOLDER’S BEHALF. THE PROXY NEED NOT BE A SHAREHOLDER. PROXIES MAY BE APPOINTED VIA THE INTERNET OR PHONE IN THE MANNER SET OUT IN THE ENCLOSED PROXY CARD. ALTERNATIVELY, THEY MAY BE APPOINTED BY DEPOSITING THE ENCLOSED PROXY CARD (OR OTHER VALID SIGNED INSTRUMENT OF PROXY) WITH JOHNSON CONTROLS INTERNATIONAL PLC, C/O BROADRIDGE, 51 MERCEDES WAY, EDGEWOOD, NY 11717 BY 5:00 P.M., EASTERN STANDARD TIME, ON MARCH 11, 2025 (WHICH WILL THEN BE FORWARDED TO JOHNSON CONTROLS INTERNATIONAL PLC’S REGISTERED ADDRESS ELECTRONICALLY) OR WITH JOHNSON CONTROLS INTERNATIONAL PLC, ONE ALBERT QUAY, CORK, IRELAND BY 5:00 P.M. LOCAL TIME ON MARCH 11, 2025. IF YOU WISH TO APPOINT A PERSON OTHER THAN THE INDIVIDUAL SPECIFIED IN THE ENCLOSED PROXY CARD, PLEASE CONTACT OUR COMPANY SECRETARY AND ALSO NOTE THAT YOUR NOMINATED PROXY MUST ATTEND THE MEETING IN PERSON IN ORDER FOR YOUR VOTES TO BE CAST.