Independent
Tenure on this board
2.2 yrs
Also a director at
Lam Research Corp (LRCX)
11 nominees · 7 ballot items.
Elect 11 directors; ratify PwC as auditors and authorize the Audit Committee to set their remuneration; authorize market purchases of up to ~10% of shares; determine the price range (95%–120% of market) to re-allot treasury shares; hold a non-binding advisory vote on executive compensation (say-on-pay); authorize directors to allot shares up to ~20% of issued share capital; and approve a waiver of statutory pre-emption rights with respect to up to ~20% of issued share capital.
By separate resolutions, elect each of the listed nominees as Directors for one-year terms expiring at the 2027 Annual General Meeting (11 nominees).
Ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for fiscal year ending September 30, 2026 and authorize the Audit Committee to set the auditors’ remuneration.
Authorize the Company and/or any subsidiary to make market and overseas market purchases of up to 64,000,000 ordinary shares (≈10% of issued shares) subject to price limits, effective until the earlier of the 2027 AGM or 18 months.
This proposal seeks shareholder authorization under Irish law for the Company and any of its subsidiaries to repurchase up to 64,000,000 ordinary shares (slightly less than 10% of issued share capital) on-market or on overseas markets for up to eighteen months. Management frames this authority as a routine but important capital-allocation tool to return cash to shareholders, manage outstanding share count, and support per‑share metrics. Under the resolution the per-share purchase price is bounded (maximum 110% of the NYSE closing price on the day prior to purchase; minimum nominal/par value), and the authorization includes a customary contractual carve‑out that allows the Company to enter contracts that may settle after the authorization expires. The Company notes that, absent the resolution, subsidiaries would be unable to make on-market or overseas market purchases (though the Company retains the ability to effect redemptions under its Articles); passing the resolution therefore preserves flexibility for both the parent and subsidiaries to repurchase shares in appropriate market windows. For investors this authorization can increase optionality for returning capital and bolster EPS and cash-return objectives, but it also creates the potential for share-count reduction and associated dilution management decisions that should be monitored alongside other uses of capital (dividends, M&A, investment). The authorization is proposed as an ordinary resolution and requires a simple majority to pass; the Board unanimously recommends FOR. In evaluating the proposal, investors should weigh the Company’s recent cash generation and stated record of share repurchases against alternative capital uses and the size/timing of repurchases that management may execute under this authority.
Authorize the price range for re-allotment of treasury shares to be 95%–120% of the 30-day NYSE average (minimum par value for employee plan re‑allotments), authority to expire at the earlier of the 2027 AGM or 18 months (special resolution).
This special-resolution proposal seeks shareholder approval to set the permissible price range at which the Company may re‑allot shares held in treasury: a maximum of 120% and a minimum of 95% of the 30‑trading‑day NYSE average (except that re‑allotments to satisfy employee share plan obligations may be at nominal par value). Under Irish law shareholders must authorize this range for any off‑market re‑allotments; the authorization would expire at the earlier of the 2027 AGM or 18 months. Management presents this as a routine corporate housekeeping item that ensures flexibility to use treasury shares for equity compensation, employee plans, and other corporate purposes without procedural delay; it is consistent with customary Irish practice for NYSE‑listed Irish PLCs. For investors, the 95%–120% band balances the need to preserve value when re‑issuing treasury shares (preventing overly dilutive low‑price re‑allotments) while allowing the Board commercial flexibility to issue shares at market‑aligned prices when needed. The proposal is a special resolution requiring at least 75% approval; the Board unanimously recommends FOR. The authorization has the practical effect of enabling efficient administration of equity compensation and other treasury‑share programs while preserving shareholder protections through the prescribed price limits and limited duration.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion & Analysis.
This proposal asks shareholders to cast a non‑binding, advisory vote approving the Company’s 2025 executive compensation disclosures and the compensation of the Named Executive Officers as described in the Compensation Discussion & Analysis. While advisory and non‑binding, the Board and its Compensation and Talent Development Committee treat the outcome as important feedback: they will review results and engage with shareholders if there is a significant negative vote. The Company’s compensation framework emphasizes pay‑for‑performance, with a large portion of target NEO pay delivered through performance share units, options and an annual incentive plan tied to EBIT growth, revenue growth and free cash flow conversion. The proposal is timely in the context of a CEO succession implemented in fiscal 2025: the Board has affirmed that it will continue the existing compensation framework through fiscal 2026 to allow the new CEO time to set strategic priorities while retaining alignment with performance metrics. For investors, the advisory vote is the primary governance mechanism to signal approval or concerns about pay outcomes and design; a vote against would prompt further engagement and potential changes. The resolution requires a simple majority of votes properly cast to be considered approved, and the Board unanimously recommends FOR. In evaluating the proposal, investors should weigh pay outcomes, realized pay versus performance, and the Company’s shareholder engagement record and governance safeguards (clawback, share ownership guidelines and grant policies).
Authorize the directors to allot and issue relevant securities up to an aggregate nominal value of US $1,286,103 (approximately 20% of issued share capital) until the earlier of the 2027 AGM or September 4, 2027 (ordinary resolution).
This ordinary resolution asks shareholders to grant the Board authority under Irish law to allot and issue relevant securities up to a nominal aggregate value equal to approximately 20% of issued share capital (US $1,286,103) until the earlier of the 2027 AGM or September 4, 2027. Management states this is customary practice for Irish PLCs listed in the U.S. and is necessary to preserve flexibility to issue shares for acquisitions, capital raising, or employee equity programs without requiring a separate shareholder meeting for each issuance. The resolution does not increase authorized share capital; instead it authorizes directors to use shares already authorized in the Articles. The Company highlights that NYSE and SEC rules and marketplace protections remain in force and that this authorization aligns Johnson Controls with peer market practice. For shareholders, the main governance consideration is dilution risk: the 20% ceiling is material and can be used for strategic transactions that can be value‑creating but may also dilute existing holders if not accompanied by accretive deployment. The proposal requires a simple majority to pass; the Board unanimously recommends FOR. Investors should monitor how management uses any allotment authority and whether issuances are aligned with value creation (M&A, cap‑market access) versus routine dilution.
Authorize the directors to allot equity securities for cash without first offering them pro rata to existing shareholders up to an aggregate nominal value of US $1,286,103 (≈20% of issued share capital) until the earlier of the 2027 AGM or September 4, 2027 (special resolution requiring ≥75%).
This special resolution seeks shareholder approval to disapply statutory pre‑emption rights (the obligation to offer new shares pro‑rata to existing shareholders) for cash allotments up to approximately 20% of issued share capital, matching the allotment authority requested in Proposal 6. Management describes this as customary in Ireland for NYSE‑listed companies and necessary to enable rapid issuance of equity for acquisitions, capital raising or other strategic transactions without procedural delays that would arise from pre‑emptive offers. The waiver is limited in value (≈20%) and duration (until the earlier of the 2027 AGM or September 4, 2027), and it is explicitly linked to the allotment authority in Proposal 6; under Irish law proposal 7 is only effective if Proposal 6 is approved. For shareholders, the trade‑off is flexibility and speed for management to execute strategic transactions versus increased dilution risk and potential for non‑pro‑rata allocations; strong governance norms and disclosure mitigate those risks. Because this is a special resolution it requires at least 75% approval; the Board unanimously recommends FOR. Investors should evaluate the company’s stated capital priorities and how any future issuances under this authority would be expected to create shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 9.4% | 57,506,214 | $7.5B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 39,771,749 | $5.2B |
| 3 | STATE STREET CORP | 4.5% | 27,662,554 | $3.6B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.3% | 20,059,226 | $2.6B |
| 5 | BlackRock, Inc. | 2.9% | 17,731,819 | $2.3B |
| 6 | Fisher Asset Management, LLC | 2.9% | 17,526,516 | $2.3B |
| 7 | BlackRock, Inc. | 2.0% | 12,482,449 | $1.6B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 12,161,630 | $1.6B |
| 9 | BANK OF AMERICA CORP /DE/ | 2.0% | 11,971,363 | $1.6B |
| 10 | Invesco Ltd. | 1.9% | 11,367,093 | $1.5B |
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