1 unchanged sentence
Officer Rule 10b5-1 Plan
−Removed: During the three months ended March 31, 2024, except as provided below, none of the Company's directors or Section 16 officers adopted, amended or terminated a “Rule 10b5–1 trading arrangement” or “non-Rule 10b5–1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).
−Removed: Nathan Manning Rule 10b5-1 Plan
−Removed: On January 31, 2024 , Nathan Manning , the Company's Vice President and Chief Operations Officer, Global Field Operations , entered into a Rule 10b5-1 trading arrangement (the "Manning 10b5-1 Plan") during the Company's fiscal second quarter open trading window.
−Removed: The Manning 10b5-1 Plan contemplates the sale in regular intervals of 10,669 ordinary shares of Company stock previously issued upon the vesting of restricted stock unit awards.
−Removed: The Manning 10b5-1 Plan is expected to become effective on or about May 6, 2024 and is scheduled to terminate upon the earlier of the sale of all shares contemplated under the Manning 10b5-1 Plan or October 31, 2024.
+Added: During the three months ended June 30, 2024, except as provided below, none of the Company's directors or Section 16 officers adopted, amended or terminated a “Rule 10b5–1 trading arrangement” or “non-Rule 10b5–1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).
+Added: George Oliver Rule 10b5-1 Plan
+Added: On June 5, 2024 , George Oliver , Chairman and Chief Executive Officer of the Company, entered into a Rule 10b5–1 trading arrangement with respect to 331,846 ordinary shares of Company stock issuable upon the exercise of option awards scheduled to expire in 2024 (the “Oliver 10b5-1 Plan”).
+Added: The Oliver 10b5-1 Plan was executed during the Company’s most recent open trading window and is expected to become effective on or about September 15, 2024.
+Added: Under the Oliver 10b5-1 Plan, the options are expected to be exercised in regular intervals between the plan’s start date and termination date, provided that the market price of the Company’s ordinary shares exceeds the exercise price of the options at the time of exercise.
+Added: With respect to the options to be exercised, a portion of the ordinary shares are expected to be sold in the market to cover the exercise price and taxes associated with the exercise of the options.
+Added: The remaining ordinary shares underlying the options will be sold in the open market at the times and prices specified in the plan.
+Added: All transactions under the Oliver 10b5-1 Plan, if they occur, are expected to be completed by or before November 25, 2024.
+Added: The Oliver 10b5-1 Plan will automatically terminate upon the earlier of the completion of all transactions contemplated under the plan or November 25, 2024 .
INDEX TO EXHIBITS
+Added: 4.1 Eleventh Supplemental Indenture, dated as of April 19, 2024, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A.
+Added: Bank Trust Company, National Association, as trustee (attaching form of the Notes) (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K dated April 19, 2024)
10.1 Settlement Agreement for Water Systems by and among Tyco Fire Products LP, and the representatives of certain U.S.
active public water systems as set forth therein, dated April 12, 2024 (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated April 12, 2024) *
−Removed: 10.2 Restrictive covenants applicable to equity award agreements beginning March 2024 (filed herewith) **
31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
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32.1 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
−Removed: 101 The following materials from Johnson Controls International plc's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language):
+Added: 101 The following materials from Johnson Controls International plc's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language):
(i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity and (vi) Notes to Consolidated Financial Statements.
2 unchanged sentences
The Company will furnish a copy of such omitted documents to the SEC upon request.
−Removed: ** Management contract or compensatory plan
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
JOHNSON CONTROLS INTERNATIONAL PLC
−Removed: May 1, 2024 By:
+Added: July 31, 2024 By:
/s/ Marc Vandiepenbeeck
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.