JOHNSON CONTROLS INC - DEF 14A - 20131209 - SECURITY_OWNERS
Security Ownership of Management
table lists our common stock ownership as of November 15, 2013 for the persons or groups specified. Ownership includes direct and indirect (beneficial) ownership as defined by SEC rules. To our knowledge, each person, along with his or her
spouse, has sole voting and investment power over the shares unless otherwise noted. None of these persons beneficially own more than 1% of our outstanding common stock.
Name of Beneficial Owner
Roell, Stephen A.
McDonald, R. Bruce
Myers, C. David
Molinaroli, Alex A.
Abney, David E.
Archer, Dennis W.
Black, Natalie A.
Bushman, Julie L.
Clariond Reyes-Retana, Eugenio
Joerres, Jeffrey A.
Lacy, William H.
Vergnano, Mark P.
All Directors and Executive Officers as a group (24 persons)
Total percent of common stock
Includes all shares over which the person holds or shares voting and/or investment power, and also includes the amount shown, if any, for such person in the Options Exercisable Within 60 Days column.
Reflects options to purchase common stock exercisable within 60 days. These amounts are included in the amount in the Amount and Nature of Beneficial Ownership column.
Reflects common stock equivalents under our deferred and equity based compensation plans. Each stock unit is intended to be the economic equivalent of one share of Johnson Controls, Inc. common stock. Units will not be
distributed in the form of common stock. These amounts are not included in the amounts in the Amount and Nature of Beneficial Ownership column.
Security Ownership of Certain Beneficial Owners
The following table sets forth information concerning beneficial ownership of our common stock by persons known to us to own more than 5% of our common stock as of
November 15, 2013.
Name and Address
of Beneficial Owner
Capital World Investors (a division of Capital Research and
333 South Hope Street
Los Angeles, CA 90071
40 East 52nd Street
New York, NY 10022
Solely based on information in a Schedule 13G/A dated February 6, 2013 and filed with the SEC by Capital World Investors. The Schedule 13G/A indicates that as of February 6, 2013, Capital World Investors is
the beneficial owner with sole voting power as to 26,501,000 shares and sole dispositive power as to 39,696,000 shares.
Solely based on information in a Schedule 13G/A dated February 11, 2013 and filed with the SEC by Blackrock Inc. The Schedule 13G/A indicates that as of February 11, 2013, Blackrock Inc. is the beneficial
owner with sole voting power and sole dispositive power as to 39,130,181 shares.
Based on a review of reports filed by our directors, executive officers and beneficial holders of 10% or more of our shares, and upon representations from those
persons, all reports required to be filed during fiscal year 2013 with the SEC under Section 16(a) of the Securities Exchange Act of 1934 were timely made.
OTHER MATTERS AT THE ANNUAL MEETING
The Board knows of no other matters which will be presented at the Annual Meeting, but if other matters do properly come before the meeting, it is intended that the
persons named in the proxy will vote according to their best judgment.
Check this box if address change, and indicate correction below:
To vote by Internet or telephone, see reverse side of this proxy card.
2014 Annual Meeting January 29, 2014
The Board of Directors recommends a vote FOR items 1 through 3.
WITHHOLD FROM ALL
Natalie A. Black
Raymond L. Conner
William H. Lacy
Alex A. Molinaroli
To withhold authority to vote for any individual nominee(s),
write the number code(s) of the nominee(s) in the exceptions box.
Please fold here Do not separate
Ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for 2014.
Approve on an advisory basis named executive officer compensation.
direction is indicated on your returned card, this proxy will be voted FOR all nominees listed in item 1, FOR item 2, FOR item 3 and voted in the discretion of the proxies upon other such matters which may properly come before the meeting or any
[Important information contained on reverse side; please read.]
Please sign in box.
Please sign name exactly as it
appears on this card. When signing as attorney, executor, administrator, trustee, or guardian, give full title. For joint accounts, each owner must sign.
The signatory, having received the Notice of Meeting and Proxy Statement dated December 9, 2013, and
Annual Report on Form 10-K, hereby appoints A. A. Molinaroli and J. D. Okarma, and each of them, proxies with power of substitution to vote for the signatory at the annual shareholders meeting of Johnson Controls, Inc., to be held on January
29, 2014, and at any adjournments thereof, hereby revoking any proxy heretofore given by the signatory for such meeting.
This proxy when properly executed will be voted in the manner directed therein by the signatory. Your
telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and mailed your Proxy Form. This proxy allows you to vote all non-broker account shares of Johnson Controls you hold as of
November 21, 2013.
If you submit your proxy by telephone or Internet, there is no need for you to mail back your Proxy Form.
JOHNSON CONTROLS, INC.
2014 Annual Meeting January 29, 2014
Johnson Controls and other plan participants:
If you are a participant in the Johnson Controls Savings and Investment (401k) Plan, the
Trim Masters, Inc. Retirement Plan, the Johnson Controls Automotive Experience Production Employee Savings and Investment (401k) Plan, the Johnson Controls Building Efficiency Retirement Savings Plan/Account Level Employees, the Bridgewater LLC
Profit Sharing Plan, the Johnson Controls Federal Systems Retirement Savings (401k) Plan, the Avanzar Interior, LLC Savings and Investment (401k) Plan, or the JCIM US, LLC Savings and Investment (401k) Plan, this proxy card also entitles you to
direct Fidelity Management Trust Company how to vote Johnson Controls shares credited to your account.
The shares credited to your
account in any above-referenced plan will be voted as directed. If no voting direction is indicated on your returned card, if the card is not signed, or if the card is not received by January 23, 2014, the plan shares credited to your account will
be voted in the same proportion as directions received from other participants.
If your shares of Johnson Controls, Inc.s Common
Stock are registered in your name, and no voting direction is indicated on your returned card, the shares you hold will be voted FOR all nominees listed in item 1, FOR item 2, FOR item 3, and voted in the discretion of the proxies upon other such
matters which may properly come before the meeting or any adjournments thereof.
If you own shares by other means than those stated above,
you will receive separate proxy materials which you should complete and return as indicated in those materials. To understand the effect of not voting your shares, please refer to the Questions and Answers section of the Proxy Statement.
Please fold here Do not
toll-free in U.S. and Canada:
Use any touch-tone telephone to vote your proxy. Have your Proxy Form and the last four digits of your Social Security Number or Taxpayer Identification Number
in hand when you call.
Use the Internet to vote your proxy. Have your Proxy Form and the last four digits of your Social Security Number or Taxpayer Identification Number in hand when
you access the website to create your electronic ballot.
Mark, sign and date your Proxy Form and return it in the postage-paid envelope we have provided.