Johnson Controls International plc

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

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

See the whole filing, with its images and exhibits

Contents

Proxy Statement Summary

Proxy Summary

This proxy summary is intended to provide a broad overview of our 2025 performance, corporate governance and compensation highlights. As this is only a summary, we encourage you to read the entire Proxy Statement for more information prior to voting.

Annual General Meeting of Shareholders


	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

Admission. All shareholders are invited to attend. Registration will occur on the day of the meeting. 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 this Proxy Statement. In addition, details of the business to be presented at the meeting can also be found in this Proxy Statement.

Meeting Agenda and Voting Matters


Proposal	Board’s Voting Recommendation	Page Reference
No. 1	Election of Directors	✓ FOR (each nominee)	p. 8
No. 2	Ratify appointment of independent auditors and authorize Audit Committee to set auditors’ remuneration	✓ FOR (both 2(a) and 2(b))	p. 14
No. 3	Authorize market purchases of Company shares by the Company and/or any subsidiary	✓ FOR	p. 17
No. 4	Determine the price range to re-allot treasury shares	✓ FOR	p. 18
No. 5	Advisory vote to approve executive compensation	✓ FOR	p. 19
No. 6	Approve the allotment of up to 20% of issued share capital	✓ FOR	p. 20
No. 7	Approve the waiver of statutory pre-emption rights	✓ FOR	p. 21

2026 Notice and Proxy Statement 1

Fiscal Year 2025 In Review

In fiscal 2025, we continued to demonstrate our leadership in capturing evolving opportunities in markets demanding innovative, energy-efficient and mission critical solutions. At the same time, we laid a foundation to drive the achievement of market-leading growth and profitability.

Fostering Continuous Improvement

Introduced our proprietary business system aimed at improving operational performance and accelerating innovation that wins and retains customers through differentiated products, services, and exceptional experiences. Our system is built on three pillars:

Simplifying by applying 80/20 principles to focus on what matters most;

Accelerating lean methodology to execute faster with greater efficiencies; and

Scaling improvements by leveraging digital and AI approaches to amplify impact across the enterprise.

Advancing our Data Cooling Center Strategy

Strengthened our leadership in advanced thermal management as AI-driven demand for high-density data centers pushes cooling technology to new limits. This year’s successful launch of our coolant distribution unit marked a major milestone in our differentiated data cooling center strategy. Together with YVAM magnetic bearing chillers, absorption chillers and our strategic investment in Accelsius, we now offer a comprehensive, integrated portfolio that spans the full thermal management spectrum from chip to ambient, covering the entire heat capture, removal and regeneration cycle.

Emphasizing Customer-Centricity

Amplified our focus on operational discipline and customer-centricity, strengthening our differentiated, commercially advantaged service capabilities. These embedded efficiencies and relationships support our customers in thermal management, decarbonization, digital solutions and mission-critical environments. Our global direct service operations continue to deliver consistent, high-quality support to customers over the life cycle in mission critical verticals such as data centers, advanced manufacturing, life sciences, major hospitals and university research centers.

1 From continuing operations

See Annex A to this Proxy Statement for a reconciliation of adjusted EPS from continuing operations and organic revenue to our results for the most directly comparable financial measure as reported under GAAP in the United States.

2 2026 Notice and Proxy Statement

Sustainability Leadership

At Johnson Controls, as the global leader in smart, healthy, and sustainable buildings, we’re helping organizations harness the power of decarbonization to drive growth, resilience, and energy efficiency. We view sustainability as a catalyst for innovation, leveraging the trifecta of efficiency, electrification, and digitalization to significantly reduce carbon emissions and operational costs for our customers and within our own operations.

Our focus on sustainability is at the core of everything we do, informing our strategy, customer service, and corporate citizenship.

Our 2025 highlights include:

We continued to deliver energy-efficiency and cost savings for customers, resulting in over 41 million metric tons of CO2e and $9 billion in operating costs saved since 2000.

We are proud to have achieved and exceeded our 2025 sustainability commitments ahead of schedule. By the end of fiscal 2024, we achieved reductions to our greenhouse gas intensity, energy intensity, and recordable safety incidents, significantly exceeding our 2025 targets.

Our heat pumps will provide green heat to around 15,000 homes in the city of Zurich. Starting operations in 2027, the heat pumps will extract low-temperature heat from the flue gas of a large waste-to-energy facility, significantly raising the plant’s efficiency. The solution is one of the largest in Europe to use the zero-Global Warming Potential (GWP) refrigerant ammonia in a heat pump application on this scale.

In 2025, we expanded the availability of our leading YORK® range of YVAM air-cooled magnetic bearing chillers for data centers. The chillers are engineered specifically for hyperscale and AI-intensive data centers, using 40% less energy annually compared to other available solutions, and consume zero on-site water while operating at low noise levels.

As of 2025, more than 3,000 students have participated in our BEST Technical Development Program, a three-month global onboarding and career development program that gives participants a chance to apply their technical engineering knowledge and business acumen to work with customers. It delivers a 3:1 return on investment by reducing attrition, accelerating readiness, and increasing engagement.

Thanks to the passion and active engagement of our employees, we have achieved our commitment to reach 2 million cumulative hours of volunteering, ahead of schedule.

We are honored to be recognized for our ongoing innovation and leadership:

2025 CDP Climate Change ‘A List’

2025 Fortune Change the World list for breakthrough innovation in data center cooling solutions

2025 World’s Most Ethical Companies by Ethisphere, one of just five companies to make this list 18 times

2025 Corporate Knights Clean 200, our 10th consecutive year on the list

Empire Technology Prize 2025 finalist

Forbes America’s Best Employers for Company Culture 2025

Financial Times Climate Leaders 2025

Sustainalytics Top Rated 2025 List

2026 Notice and Proxy Statement 3

Our Director Nominees

Our Board has a wide range of experiences and backgrounds. We believe that a broad mix of directors — bringing varied skills, expertise, and perspectives — is essential to fulfilling the Board’s oversight responsibilities effectively.

4 2026 Notice and Proxy Statement

We are asking you to vote FOR all the Director nominees listed below. All current Directors attended at least 75% of the Board and committee meetings on which he or she sits during fiscal year 2025. Detailed information regarding these individuals is set forth in this Proxy Summary and under Proposal Number One. The Governance and Sustainability Committee and the Board believe that the qualifications, skills, experience and attributes set forth in this Proxy Statement for all individuals nominated for election support the conclusion that these individuals are qualified to serve as Directors and collectively possess a variety of skills, professional experience, and personal backgrounds that align with our needs and allow our Board to effectively oversee our business.

Summary information on our Director nominees is set forth below.


Nominee	Age	Director Since	Principal Occupation	Independent	AC	CC	EC	GC
Timothy M. Archer	58	2024	President and Chief Executive Officer of Lam Research Corporation	✓		✓
Jean Blackwell	71	2018	Retired Executive Vice President & Chief Financial Officer of Cummins Inc.	✓			✓	Chair
Pierre Cohade	64	2018	Former Chief Executive Officer of Triangle Tyre Co. Ltd.	✓	✓
W. Roy Dunbar	64	2017	Retired Chief Executive Officer and Chairman of Network Solutions	✓				✓
Gretchen R. Haggerty	70	2018	Retired Executive Vice President & Chief Financial Officer of United States Steel Corporation	✓	Chair		✓
Ayesha Khanna	52	2023	Co-Founder and Chief Executive Officer of Addo	✓				✓
Seetarama (Swamy) Kotagiri	57	2024	Chief Executive Officer of Magna International Inc.	✓	✓
Jürgen Tinggren	67	2014	Retired Chief Executive Officer and Director of Schindler Group	✓				✓
Mark Vergnano*	67	2016	Retired Chief Executive Officer and Chairman of The Chemours Company	✓		✓	Chair
Joakim Weidemanis	56	2025	Chief Executive Officer of Johnson Controls International plc				✓
John D. Young	61	2017	Retired Chief Business Officer, Pfizer Inc.	✓		Chair	✓

	AC = Audit Committee			EC = Executive Committee
	CC = Compensation and Talent Development Committee			GC = Governance and Sustainability Committee
	* Board Chair

2026 Notice and Proxy Statement 5

Corporate Governance Snapshot

We are committed to maintaining robust governance practices and a strong ethical culture that benefits the long-term interests of our shareholders. We, with the oversight of our Board, regularly review, update, and enhance our corporate governance practices and compliance and training programs, as appropriate, in light of shareholder interests, changes in applicable laws, regulations, and stock exchange requirements, and the evolving needs of our business. Our corporate governance and compliance practices include:

	Director Independence & Board Leadership			• 10 of 11 Director nominees are independent • 3 fully independent Board committees • Independent Board Chair • Independent Directors regularly meet in executive session
	Board and Committee Self Evaluations			• Annual Board and committee self-assessments • Board Chair or the Chair of the Governance and Sustainability Committee consult with each Director, supplementing formal evaluations
	Tenure			• Balance of new and experienced Directors. 36% of Director nominees have tenures of less than 5 years, and the average tenure is ~6 years • Director retirement policy states that Directors may not stand for reelection after age 75 and does not permit waivers or exceptions
	Best Practices			• Active shareholder engagement • Absolute majority voting for Directors in uncontested elections • A comprehensive anti-hedging and anti-pledging policy is in place under our Insider Trading Policy • Clawback policy providing for the mandatory recoupment of incentive compensation for financial restatements, discretionary recoupment of incentive-based and equity compensation for misconduct that has the potential to cause material reputational harm, and discretionary recoupment of certain compensation from culpable individuals in certain circumstances • Maintain an equity award grant policy establishing standard, predetermined equity grant practices to avoid any actual or perceived market timing of equity awards • No shareholder rights plan or poison pill
	Risk Oversight			• Risk oversight by the Board and its committees • Board and committee oversight of sustainability and other environmental, social, and governance matters • Board and committee oversight of cybersecurity and AI
	Share Ownership Requirements			• Robust executive share ownership requirements (6x of base salary for the CEO, 3x base salary for all other NEOs) • Robust Director share ownership requirements (5x of annual retainer)

Our Board has adopted Corporate Governance Guidelines, a Code of Ethics, and charters for our Governance and Sustainability Committee, Audit Committee, Compensation and Talent Development Committee, and Executive Committee. These documents will assist the Board in exercising its responsibilities and serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines and our Code of Ethics in the “Corporate Governance” section of the “Investor Relations” page of our website.

6 2026 Notice and Proxy Statement

Executive Compensation Highlights

Proposal Number Five is our annual advisory vote on the Company’s executive compensation philosophy and program. Detailed information regarding these matters is included under the heading “Compensation Discussion & Analysis,” and we urge you to read it in its entirety. Our compensation philosophy and structure for executive officers remains dedicated to the concept of paying for performance and continues to be heavily weighted with performance-based awards.

	Pay-for-performance			• Set the majority of compensation as variable and at-risk • Tie incentives to performance against financial, operational, strategic, and individual goals • Use quantifiable and measurable performance metrics and goals that are clearly disclosed • Provide significant upside and downside potential for superior and low performance
	Target pay appropriately			• Conduct competitive market-based total compensation benchmark analysis against similarly sized industrial companies for comparable positions
	Align interests with our stakeholders			• Design programs that discourage unnecessary or excessive risk-taking • Cap payout opportunities under the incentive plans • Require minimum vesting periods for equity awards • Reward long-term financial results that drive value creation through a balanced equity mix • Operate meaningful share ownership guidelines • Maintain a pay recoupment (i.e., clawback) policy that exceeds regulatory requirements • Maintain an equity award grant policy establishing standard, predetermined equity grant practices • Prohibit insider trading, hedging, and pledging of Company stock • Engage with shareholders on executive compensation matters • Engage an independent compensation consultant to provide analysis and advice • Conduct an annual say-on-pay vote
	Avoid poor governance practices			• No tax gross-ups on any change-in-control benefits • No single-trigger accelerated vesting on a change-in-control (double-trigger provisions) • No discounting, reloading, or re-pricing of share options without shareholder approval • No guaranteed compensation or guaranteed increases • No excessive perquisites • No employment agreements with executive officers, except where legally required, in which case they follow market norms • No dividends paid on unvested restricted share units or performance share units until such awards vest

2026 Notice and Proxy Statement 7

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