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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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 2023 fiscal year filed with the SEC on December 14, 2023, 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.

Shaping the Next Generation of Smart, Healthy, and Sustainable Buildings

Dear Shareholders, For nearly 140 years, Johnson Controls has been a world leader in smart buildings, creating and driving the future of safe, healthy and sustainable spaces. In 2023, a year characterized by industry-wide headwinds, we delivered strong fiscal year 2023 performance, all while maintaining operational integrity and enhancing the value proposition we provide to customers. I am extremely proud of how we have come together as one team to navigate 2023’s dynamic environment and provide value for our shareholders. Our strategy of driving growth across the business allowed us to accelerate our solution offerings, increase efficiency, and reduce costs through a multi-year productivity program. In turn, we delivered on our commitment to return capital to shareholders, deploying over $1.6 billion in cash through dividends and share repurchases.

At the same time, we continue to prioritize investing in our business to support our strategy and position us to capitalize on the growth we expect to see over the next decade. These investments expanded our total building solutions offering, which defines our competitive edge and continues to resonate with customers.

Our differentiated digital platform, OpenBlue helps our customers protect their investments and achieve the lowest lifecycle cost. In fiscal 2023 alone, we more than doubled our connected assets on the platform, allowing us to not only better serve our customers, but also capture valuable data that enables more effective and proactive use of our industry-leading service organization of over 20,000 professionals.

Leading the way in sustainability for our customers and in our operations

At Johnson Controls, sustainability is at the heart of what we do. Our energy-efficient equipment, clean electrification technologies, and systematic digitalization for both old and new buildings help customers achieve their sustainability goals and accelerate the transition to a low-carbon future.

We are ahead of schedule on our own net zero journey, having signed the Climate Pledge to reach net zero by 2040, 10 years ahead of the Paris Agreement. Furthermore, we are well ahead on our goal to reach a 55% decrease in operational emissions by 2030.

Continued Board refreshment

I am pleased to announce that the Board has nominated Timothy Archer and Seetarama “Swamy” Kotagiri to serve as new directors. The Board believes that Tim and Swamy each bring a wealth of knowledge and experience that will help guide the Company on its journey to be a leader in smart, healthy, and sustainable buildings. I also would like to thank Mike Daniels, who is retiring from the Board, for his many contributions and years of service as a director.

Looking forward to 2024

Looking ahead, we are energized by strong momentum in our industry-leading service business and a historic backlog. We believe there is an incredible opportunity ahead of us as customers, communities and governments increase their focus on sustainable and healthy buildings, and Johnson Controls will play a pivotal role in achieving their goals. Thank you,

George R. Oliver

Chairman and Chief Executive Officer

Notice of Annual General Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting of Shareholders of Johnson Controls International plc will be held on March 13, 2024 at The Merrion Hotel, 24 Upper Merrion Street, Dublin 2, Ireland at 3:00 pm, local time for the following purposes:

Ordinary Business

Special Business

This notice of Annual General Meeting and Proxy Statement and the enclosed proxy card are first being sent on or about January 19, 2024 to each holder of record of the Company’s ordinary shares at the close of business on January 8, 2024. The record date for the entitlement to vote at the Annual General Meeting is January 8, 2024 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, 2023. 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, 2023 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 19, 2024

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 12, 2024 (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 12, 2024. 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.