Form 8-K Johnson Controls Interna For: May 03
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||||
Emerging growth company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 8.01. Other Events.
On May 3, 2021, George R. Oliver, Chairman and Chief Executive Officer of Johnson Controls International plc (the “Company”) entered into a Rule 10b5−1 trading plan with respect to 530,260 ordinary shares of Company stock issuable upon the exercise of option awards scheduled to expire in 2022. The trading plan was executed during the Company’s current open trading window and becomes effective on June 3, 2021. Under the plan, the options are expected to be exercised on a monthly basis, provided that the market price of the Company’s ordinary shares exceeds the exercise price of the option at the time of exercise. 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. The remaining ordinary shares underlying the options will be sold in the open market at the times and prices specified in the plan. The exercises and related transactions described above will occur regardless of whether Mr. Oliver subsequently becomes aware of any material non-public information concerning the Company. All transactions under the plan, if they occur, are expected to be completed by or before September 3, 2021. Any ordinary shares that remain unsold under the plan after September 3, 2021 will be sold in the open market at the times and prices specified in the plan until November 3, 2021. The plan will automatically terminate upon the earlier of the completion of all transactions contemplated under the plan or November 3, 2021.
Mr. Oliver entered into the plan to provide for an orderly liquidation of the options prior to their expiration in 2022. Any transactions under the 10b5-1 plan will be publicly reported on Form 4 and, if applicable, in a Form 144, in each case as filed with the Securities and Exchange Commission.
SIGNATURE
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 hereunto duly authorized.
JOHNSON CONTROLS INTERNATIONAL PLC
Date: May 3, 2021 | By: | /s/ Richard J. Dancy | ||||||||||||
Name: | Richard J. Dancy | |||||||||||||
Title: | Vice President and Corporate Secretary |
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