Johnson Controls Int
JCI
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JOHNSON CONTROLS INTERNATIONAL PLC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

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11/09/2017 | 01:39 pm


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.




Departure of Executive Vice President and General Counsel
On November 9, 2017, Johnson Controls International plc (the "Company") issued a
press release announcing that Judith A. Reinsdorf, the Company's Executive Vice
President and General Counsel since March 2007, has resigned from her position
effective November 15, 2017. The Company also announced the appointment of John
Donofrio
, to succeed Ms. Reinsdorf as the Company's Executive Vice President and
General Counsel, effective November 15, 2017. Mr. Reinsdorf will remain with
the Company through January 2018 in order to support an orderly transition. A
copy of the press release is attached as an exhibit to this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
As set forth in her Employment Offer Letter, dated as of September 1, 2016,
between the Company and Ms. Reinsdorf (the "Employment Offer Letter"), her
resignation constitutes a "Good Reason Resignation" under the Tyco International
Change in Control Severance Plan for Certain U.S. Officers and Executives (the
"CIC Plan"). As a result, upon receipt of a general release in favor of the
Company, Ms. Reinsdorf will be entitled to receive:
• a lump sum payment of two times her base salary and target annual bonus;



• a pro rata portion of her target annual bonus for fiscal 2018;



• continued medical and dental coverage at active employee rates for one year;





• a lump-sum payment equal to the value of the employer portion of the
premiums for medical and dental benefits for an additional year; and



• executive outplacement services for one year.



In addition, all stock options granted to Ms. Reinsdorf prior to the merger
between Johnson Controls, Inc. and a wholly owned subsidiary of Tyco
International plc
("Tyco") on September 2, 2016, referred to herein as the
"Merger," shall vest, to the extent not already vested, and be exercisable until
the earlier of (i) the original expiration date of the option, and (ii) three
years from her termination of employment. With respect to Restricted Units
("RUs") granted to Ms. Reinsdorf prior to the Merger, such RUs shall vest and
become payable upon her termination of employment.
As set forth in her Employment Offer Letter, the retention Restricted Share Unit
("RSU") award granted to her following the Merger will vest on a pro-rata basis.
Stock options granted to her after the Merger shall vest on a pro-rata basis and
be exercisable for a period of three years from the date of her termination of
employment. RSUs granted to her after the Merger (other than the retention RSUs
described above) will vest on a pro-rata basis with an offset for RSUs that have
already vested. With respect to Performance Share Units granted to her after the
Merger, she shall be eligible to earn a number of PSUs at the end of the
performance period based on actual performance, but pro-rated based on the
number of months she was employed during the three year performance period.
Ms. Reinsdorf is subject to a customary covenant not to compete with the Company
or solicit employees of the Company for specified periods after her departure.
The foregoing summary is qualified in its entirety by reference to the
Employment Offer Letter and CIC Plan, which have been filed as Exhibit 10.1 to
the Company's Current Report on Form 8-K filed on September 6, 2016 and Exhibit
10.6 the Company's Current Report on Form 8-K filed on November 17, 2014,
respectively, which are incorporated herein by reference.



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Change of Vice President, Corporate Controller and Principal Accounting Officer
On November 9, 2017, the Company also reported that Suzanne M. Vincent will no
longer serve as the Company's Vice President and Corporate Controller and
Principal Accounting Officer as of December 1, 2017. Following her service as
Principal Accounting Officer, Ms. Vincent will remain with the Company as its
Vice President and Chief Financial Officer, Power Solutions.
In connection with the change in her responsibilities, Ms. Vincent entered into
an amendment (the "Amendment") to her Change of Control Executive Employment
Agreement dated September 23, 2014, as amended (the "COC Agreement"). Pursuant
to the Amendment, Ms. Vincent agreed to waive her right to assert a "Good
Reason" termination of employment (as such term in defined in the COC Agreement)
with respect to (i) her appointment as Vice President and Chief Financial
Officer, Power Solutions, and (ii) any other event or change in roles and
responsibilities occurring after the Merger, but prior to the date of the
Amendment. She has also agreed to amend the definition of "Good Reason" under
her COC Agreement to be substantially consistent with the definition of "Good
Reason" under the Johnson Controls International plc Severance and Change in
Control Policy for Officers effective as of September 2, 2016, which was filed
as Exhibit 10.18 to the Company Annual Report on Form 10-K for year ended
September 30, 2016 and is incorporated herein by reference.
The Company also reported that Robert VanHimbergen has been appointed to succeed
Ms. Vincent as Vice President and Corporate Controller and Principal Accounting
Officer effective December 1, 2017. Mr. VanHimbergen, age 41, joined Johnson
Controls, Inc.
in 2007 as its Corporate Director of Global Accounting. From 2007
to June 2015 he held various Corporate and Power Solutions positions of
increasing responsibility. From July 2015 to October 2017 he served as the Chief
Financial Officer of Yanfeng Global Automotive Interior Systems Co., Ltd., a
joint venture between Adient plc and Shanghai Yanfeng Automotive Trim Company,
Ltd.

In connection with Mr. VanHimbergen's appointment, Mr. VanHimbergen will be
entitled to receive compensation and participate in benefits plans, including
equity compensation and annual cash incentive plans, generally available to the
Company's other executives. In addition, in connection with Mr. VanHimbergen's
appointment, (i) the Company is expected to enter into a deed of indemnity (the
"Deed of Indemnity") with him, and (ii) Tyco Fire & Security (US)
Management, Inc.
, a Nevada corporation and an indirect wholly owned subsidiary
of the Company (the "Management Company"), is expected to enter into an
indemnification agreement with him (the "Indemnification Agreement").
The Deed of Indemnity and Indemnification Agreement (together, the
"Indemnification Arrangements") provide, respectively, that the Company and the
Management Company will, to the fullest extent permitted by law, indemnify each
covered person against all expenses, liabilities or losses incurred in any
action or proceeding related to such covered person's service to the Company on
the terms and conditions set forth in the Indemnification Arrangements. No
indemnification will be paid pursuant to the Indemnification Arrangements (i) on
account of any proceeding in which a final and non-appealable judgment is
rendered against a covered person for an accounting of profits from the purchase
or sale of securities of the Company pursuant to Section 16(b) of the Securities
Exchange Act of 1934, as amended, (ii) if a court finally determines that the
indemnification is not permitted under applicable law, (iii) on account of any
proceeding pursuant to which the covered person has been convicted of a crime
constituting a felony, or (iv) on account of any proceedings brought by the
Company and or any of its subsidiaries against the covered person.



The foregoing is only a general summary of certain aspects of the Deed of
Indemnity and the Indemnification Agreement, does not purport to be complete and
is qualified in its entirety by reference to the form of Deed of Indemnity and
form of Indemnification Agreement attached as Exhibits 10.4 and 10.5,
respectively, to the Current Report on Form 8-K filed by the Company on
September 6, 2016.



Mr. VanHimbergen is also expected to be subject to the Company's Severance and
Change in Control Policy for Officers dated as of September 2, 2016, which the
Company filed as Exhibit 10.19 to



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its Annual Report on Form 10-K for the year ended September 30, 2016, which is
incorporated by reference herein.
There are no transactions in which Mr. VanHimbergen has an interest requiring
disclosure on the part of the Company under Item 404(a) of Regulation S-K
promulgated under the Securities Exchange Act of 1934, as amended.



Item 9.01 Financial Statements and Exhibits




Exhibit 99.1 Press Release, dated November 9, 2017









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