JCI Shareholder/Stockholder Letter Transcript:
2026
Notice of Annual General
Meeting and Proxy Statement
The power behind your mission
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 forwardlooking 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.
2026 Notice and Proxy Statement
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,
Mark P. Vergnano
Joakim Weidemanis
Independent Chairman of the Board
Chief Executive Officer
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Notice of Annual General Meeting of Shareholders
Date and Time
Place
Record Date
3:00 pm, local time
March 4, 2026
The Merrion Hotel
24 Upper Merrion Street
Dublin 2, Ireland
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
1.
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:
(a)
(d)
(g)
(j)
2.
Timothy M. Archer
W. Roy Dunbar
Seetarama (Swamy) Kotagiri
Joakim Weidemanis
(b)
(e)
(h)
(k)
Jean Blackwell
Gretchen R. Haggerty
J rgen Tinggren
John D. Young
(c) Pierre Cohade
(f) Ayesha Khanna
(i) Mark Vergnano
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.
Special Business
3.
To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares.
4.
To determine the price range at which the Company can re-allot shares that it holds as treasury shares (special
resolution).
5.
To approve, in a non-binding advisory vote, the compensation of the named executive officers.
6.
To approve the Directors authority to allot shares up to approximately 20% of issued share capital.
7.
To approve the waiver of statutory pre-emption rights with respect to up to 20% of issued share capital (special
resolution).
8.
To act on such other business as may properly come before the meeting or any adjournment thereof.
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
2026 Notice and Proxy Statement
1/16/2026 Letter Continued (Full PDF)