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Johnson Controls International plc

For the period ended Mar 4, 2026. Filed Jan 16, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 4, 2026 · Filed Jan 16, 2026

JCI$135.03+2.7%Stored close · as of Nov 6, 2026
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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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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JOHNSON CONTROLS INTERNATIONAL PLC

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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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.

These 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 2025 fiscal year filed with the SEC on November 14, 2025, as supplemented by any subsequently filed Quarterly Report on Form 10-Q.

Shareholders, potential investors and others should consider these factors when 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.

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2026 Notice and Proxy Statement​

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Letter to Shareholders

Dear Fellow Shareholders,

We are pleased to report that Johnson Controls delivered strong results for shareholders in fiscal year 2025, laying the foundation for continued momentum in 2026. Our continued strategic evolution has positioned Johnson Controls as a more focused and profitable company, set to deliver greater value for our customers, colleagues and shareholders.

Ongoing Governance Enhancements and Talent Development

The Board of Directors executed our CEO succession plan in fiscal year 2025, appointing Joakim Weidemanis as Johnson Controls’ new CEO. Joakim brings a proven track record in leading global businesses, shaping product portfolios and leveraging technology. His focus on continuous improvement, driven by putting the customer first and better enabling our frontline colleagues is already energizing the organization, positioning Johnson Controls for the next phase of growth.

As part of the CEO transition process, the Board determined it was appropriate to separate the CEO and Chairman roles, further elevating our corporate governance practices and adapting our leadership model to best position Johnson Controls for long-term success.

To support our next phase of growth, we appointed Todd Grabowski as the leader of our Americas Segment, and Chris Scalia became Executive Vice President and Chief Human Resources Officer. These appointments demonstrate our commitment to developing talent and bringing in the right leadership capability to strengthen our culture and accelerate growth.

Capitalizing on a Solid Foundation with Increased Customer Focus

We believe that Johnson Controls is well positioned with market-leading franchises, differentiated field talent and advanced technological capabilities. Sustained demand and record backlog underscore the value our customers place in our solutions and the strength of our portfolio.

We see significant potential ahead, starting with a sharper focus on the customer and building a culture of continuous improvement. Across the organization — from the factory floor to the sales team — our customers’ evolving and growing requirements are at the heart of the Company’s initiatives to build an even stronger company that is more capable, focused and disciplined, executing with consistency and delivering for customers where it matters most.

At the same time, the Company is developing and implementing its new proprietary business system — rooted in proven methodologies like 80/20 and Lean, and augmented with the promise of digitization and artificial intelligence. These foundational steps will help Johnson Controls achieve market-leading performance as a faster growing and more profitable company. As this new business system standardizes how the Company operates, we are confident Johnson Controls is on a path to improve operational performance and accelerate innovation to deliver more predictable performance.

Looking Ahead to 2026

There is an exciting future ahead at Johnson Controls. The important work underway positions the Company to seize compelling growth opportunities across its domains. With 90,000 talented colleagues worldwide, we are confident in the Company’s ability to win with our customers, better enable a competitive frontline presence, and to create sustainable value for our shareholders.

Patrick Decker has, in consultation and agreement with the Board, decided not to stand for re-election at our 2026 Annual General Meeting due to personal reasons. We thank Patrick for his contributions to our Board during a critical moment in Johnson Controls’ history. The Board remains committed to ongoing refreshment and strong governance.

On behalf of the entire Johnson Controls Board, thank you for your continued support and dedication.

Sincerely,

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​Mark P. Vergnano​​Joakim Weidemanis​
​Independent Chairman of the Board​​Chief Executive Officer​

Notice of Annual General Meeting of Shareholders

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​Date and Time 3:00 pm, local time March 4, 2026​​​Place The Merrion Hotel 24 Upper Merrion Street Dublin 2, Ireland​​​Record Date January 5, 2026​

NOTICE IS HEREBY GIVEN that the 2026 Annual General Meeting of Shareholders of Johnson Controls International plc will be held on March 04, 2026 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 2027:

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​(a) Timothy M. Archer ​​​(b) Jean Blackwell ​​​(c) Pierre Cohade ​​
​(d) W. Roy Dunbar ​​​(e) Gretchen R. Haggerty ​​​(f) Ayesha Khanna ​​
​(g) Seetarama (Swamy) Kotagiri ​​​(h) Jürgen Tinggren ​​​(i) Mark Vergnano ​​
​(j) Joakim Weidemanis ​​​(k) John D. Young ​​​

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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 16, 2026 to each holder of record of the Company’s ordinary shares at the close of business on January 5, 2026. The record date for the entitlement to vote at the Annual General Meeting is January 5, 2026 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, 2025. Whether or not you plan to attend the meeting, please complete, sign, date and

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2026 Notice and Proxy Statement​ 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, 2025 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 16, 2026

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 3, 2026 (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 T12 X8N6 BY 5:00 P.M. LOCAL TIME ON MARCH 3, 2026. 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.

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2026 Notice and Proxy Statement

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