JOHNSON CONTROLS INTERNATIONAL PLC (NYSE:JCI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Brian Duperreault as a Director
On December 3, 2018, Brian Duperreault notified the Board of Directors of Johnson Controls International plc (the "Company") that he will not stand for re-election as a Director of the Company at the end of his current term and will retire from the Company’s Board of Directors effective as of the conclusion of the Company’s 2019 Annual Meeting of Stockholders. Mr.Duperreault’s decision not to stand for re-election was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.
Appointment of Pierre Cohade as a Director
On December 5, 2018, the Board of Directors of the Company appointed Pierre Cohade to serve as a member of the Company’s Board of Directors with a term expiring at the conclusion of the next annual general meeting of the Company, where he is expected to stand for re-election. Mr. Cohade was also appointed to serve on the Audit Committee of the Board.
Mr. Cohade will receive compensation to the Company’s standard arrangements for directors as described in its Proxy Statement for the 2018 Annual General Meeting of Shareholders. In connection with his election, on December 5, 2018, Mr. Cohade received a restricted stock unit (“RSU”) award with a grant date fair value of approximately $38,750 representing the pro-rata value of a full year non-employee director award of $155,000. This RSU award will vest one day immediately prior to the 2019 Annual General Meeting of Shareholders.
Each of the Company and its wholly owned subsidiary, Tyco Fire & Security (US) Management, Inc. (“Tyco F&S”), have entered into Indemnification Agreements with Mr.Cohade in the same form as they have used with other directors of the Company. The form indemnification agreements provide that, to the fullest extent permitted by law, the Company and/or Tyco F&S will indemnify each director against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the director in connection with any claim against the director as a result of the director’s service as a member of the Board. The summaries of the material terms of the form indemnification agreements set forth above are qualified in their entirety by reference to the full text of the applicable agreements. (See Exhibits 10.11 and 10.12, respectively, to the Company’s Current Report on Form 8-K filed on September 6, 2016, which are incorporated herein by reference.)
There are no related party transactions involving Mr. Cohade that would require disclosure to S-K Item404(a). There are no arrangements or understandings between Mr.Cohade and any other persons to which he was selected as a director of the Company.
A copy of the press release issued by the Company on December 5, 2018 with respect to the above changes to the Company’s Board of Directors is included as Exhibit99.1 to this Report and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
Exhibit 99.1Press release dated December 5, 2018
Johnson Controls International plc ExhibitEX-99.1 2 exhibit991pressrelease1205.htm EXHIBIT 99.1 Exhibit FOR IMMEDIATE RELEASECONTACT:Fraser Engerman(414) 524-2733Exhibit 99.1Pierre E. Cohade appointed to board of Johnson ControlsBrian Duperreault to retire from the Company’s board of directorsCork,…To view the full exhibit click here
