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Item 3. Legal Proceedings

2024-11-19 compared with 2023-12-14 · 29 added, 38 removed, 59 unchanged (53% of the section changed)

1 unchanged sentence

Molinaroli, et al.

On August 16, 2016, a putative class action lawsuit, Gumm v.

In May 2024, stockholders of Johnson Controls, Inc., filed a putative class action Complaint against Johnson Controls, Inc., certain former officers and directors of Johnson Controls, Inc., and two related entities (Jagara Merger Sub LLC and Johnson Controls International plc) in Wisconsin state court relating to the 2016 merger of Johnson Controls and Tyco (Gumm et al.

Molinaroli et al., Case No.

16-cv-1093, was filed in the United States District Court for the Eastern District of Wisconsin, naming Johnson Controls, Inc., the individual members of its board of directors at the time of the merger with the Company’s merger subsidiary and certain of its officers, the Company and the Company’s merger subsidiary as defendants.

The complaint asserted various causes of action under the federal securities laws, state law and the Taxpayer Bill of Rights, including that the individual defendants allegedly breached their fiduciary duties and unjustly enriched themselves by structuring the merger among the Company, Tyco and the merger subsidiary in a manner that would result in a United States federal income tax realization event for the putative class of certain Johnson Controls, Inc.

shareholders and allegedly result in certain benefits to the defendants, as well as related claims regarding alleged misstatements in the proxy statement/prospectus distributed to the Johnson Controls, Inc.

shareholders, conversion and breach of contract.

The complaint also asserted that Johnson Controls, Inc., the Company and the Company’s merger subsidiary aided and abetted the individual defendants in their breach of fiduciary duties and unjust enrichment.

The complaint seeks, among other things, disgorgement of profits and damages.

On September 30, 2016, approximately one month after the closing of the merger, plaintiffs filed a preliminary injunction motion seeking, among other items, to compel Johnson Controls, Inc.

to make certain intercompany payments that plaintiffs contend will impact the United States federal income tax consequences of the merger to the putative class of certain Johnson Controls, Inc.

shareholders and to enjoin Johnson Controls, Inc.

from reporting to the Internal Revenue Service the capital gains taxes payable by this putative class as a result of the closing of the merger.

The court held a hearing on the preliminary injunction motion on January 4, 2017, and on January 25, 2017, the judge denied the plaintiffs' motion.

Plaintiffs filed an amended complaint on February 15, 2017, and the Company filed a motion to dismiss on April 3, 2017.

On October 17, 2019, the court heard oral arguments on the motion to dismiss and took the matter under advisement.

On November 3, 2021, the court granted the Company’s motion to dismiss the amended complaint.

Plaintiffs appealed to the United States Court of Appeals for the Seventh Circuit.

On November 6, 2023, the Seventh Circuit affirmed the decision of the district court.

30106, filed May 23, 2024 in the Circuit Court for Milwaukee County, Wisconsin).

The filing of the state court Complaint follows the dismissal of a related lawsuit originally filed in federal court in 2016, which dismissal was affirmed on appeal in November 2023.

The 12-count state court Complaint asserts claims for (1) breach of fiduciary duty;

(2) aiding and abetting breach of fiduciary duty;

unjust enrichment;

(4) violations of Wisconsin Business Corporation Law §§ 180.1101-.1103;

(5) breach of JCI’s Articles of Incorporation;

(6) conversion;

(7) violations of Wisconsin Securities Act §§ 551.501 and 551.509;

(8) breach of covenant of good faith and fair dealing;

(9) promissory estoppel;

(10) tortious interference with contract;

(11) negligent or intentional misrepresentation/equitable fraud;

and (12) statutory fraud.

On September 13, 2024, defendants moved to dismiss the Complaint.

A hearing on the motion is expected to take place in March 2025.

Refer to Note 21, "Commitments and Contingencies," of the notes to consolidated financial statements for discussion of environmental, asbestos, insurable liabilities and other litigation matters, which is incorporated by reference herein and is considered an integral part of Part I, Item 3, "Legal Proceedings."

2 unchanged sentences

EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of December 14, 2023 is included as an unnumbered Item in Part I of this report in lieu of being included in the Company’s Proxy Statement relating to the annual general meeting of shareholders to be held on March 13, 2024.

Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of November 19, 2024 is included as an unnumbered Item in Part I of this report in lieu of being included in the Company’s Proxy Statement relating to the annual general meeting of shareholders to be held on March 12, 2025.

Julie Brandt, 50 , has served as Vice President and President, Building Solutions, North America since April 2023.

2 unchanged sentences

While at Otis, Ms.

Brandt also served in roles of increasing responsibility from 2000 until 2020, including Executive Vice President and Chief Transformation Officer, from January 2019 until August 2020 and as Managing Director, Hong Kong, Macau and Taiwan, from January 2016 until December 2018.

Brandt also served in roles of increasing responsibility from 2000 until 2020, including Executive Vice President and Chief Transformation Officer, from January 2019 until August 2020 and Managing Director, Hong Kong, Macau and Taiwan, from January 2016 until December 2018.

John Donofrio, 62, has served as Executive Vice President and General Counsel of the Company since November 2017.

5 unchanged sentences

Donofrio has been a Director of FARO Technologies, Inc., a designer, developer, manufacturer and marketer of software driven, 3D measurement, imaging and realization systems, since 2008.

Olivier Leonetti, 59, has served as Chief Financial Officer since November 2020.

Prior to joining Johnson Controls, Mr.

Leonetti served as the Senior Vice President and Chief Financial Officer of Zebra Technologies, a provider of enterprise-level data capture and automatic identification solutions, a position he had held since November 2016.

Prior to joining Zebra, Mr.

Leonetti was the Executive Vice President and Chief Financial Officer of Western Digital, a provider of data infrastructure solutions from 2014 to 2016.

Prior to joining Western Digital, Mr.

Leonetti served as Vice President of Finance – Global Commercial Organization at Amgen, Inc.

from 2011 to 2014.

From 1997 to 2011, Mr.

Leonetti served in various senior finance positions with increasing responsibility at Dell Inc., including most recently as Vice President of Finance.

Prior to joining Dell Inc., Mr.

Leonetti served in various worldwide finance capacities with Lex Rac Service plc and the Gillette Company.

Leonetti also serves as a director on the board of Eaton Corporation plc, a provider of power management technologies and services.

Richard Lek , 58, has served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America since November 2024.

Lek has served in roles of increasing responsibility at Johnson Controls since 2002, including Vice President and General Manager, Continental Europe, from March 2023 until November 2024, Chief Operating Officer and Business Transformation Leader Asia Pacific from August 2021 until March 2023, Vice President Business Transformation Global Products from August 2019 until March 2023, and Vice President Business Transformation EMEA/LA from January 2018 until August 2019.

Earlier in his career, Mr.

Lek held various Vice President and General Manage roles in the Middle East and Africa.

Nathan Manning , 48, has served as Vice President and Chief Operations Officer, Global Field Operations, since December 2022.

7 unchanged sentences

“Skip” McConeghy, 58, has served as Vice President, Chief Accounting and Tax Officer since June 2022.

McConeghy previously s erved as Vice President, Global Tax since October 2020 and as interim Controller since February 2022.

McConeghy previously s erved as Vice President, Global Tax from October 2020 until June 2022 and as interim Controller from February 2022 until June 2022.

He also served as Vice President, Corporate Tax Planning, from July 2012 through October 2020.

4 unchanged sentences

Prior to that, Mr.

Oliver was Tyco's Chief Executive Officer, a position he held since September 2012.

Oliver was Tyco's Chief Executive Officer, a position he held from September 2012 until the completion of the Johnson Controls/Tyco merger in September 2016.

He joined Tyco in July 2006, and served as President of a number of operating segments from 2007 through 2011.

Before joining Tyco, he served in operational leadership roles of increasing responsibility at several General

Electric divisions.

Oliver also serves as a director on the board of Raytheon Technologies, an aerospace and defense company.

Before joining Tyco, he served in operational leadership roles of increasing responsibility at several General Electric divisions.

Oliver also serves as a director on the board of RTX Corporation, an aerospace and defense company.

Anu Rathninde , 54, has served as Vice President and President, Building Solutions, Asia Pacific since May 2022.

20 unchanged sentences

Sullivan held a variety of human resources roles at The Home Depot.

Marc Vandiepenbeeck, 45, has served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America since August 2023.

Marc Vandiepenbeeck, 46, has served as Executive Vice President and Chief Financial Officer since January 2024.

He previously served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America from August 2023 until November 2024.

From 2005 until 2023, Mr.

2 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.

What changed 10-K

Item 3. Legal Proceedings