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EX-3.1 - EX-3.1 - Johnson Controls International plca11-7821_1ex3d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 


 

Date of Report (Date of earliest event reported): March 9, 2011

 

TYCO INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in its Charter)

 

Switzerland

 

98-0390500

(Jurisdiction of Incorporation)

 

(IRS Employer Identification Number)

 

001-13836

(Commission File Number)

 

Freier Platz 10

CH-8200 Schaffhausen, Switzerland

(Address of Principal Executive Offices, including Zip Code)

 

41-52-633-02-44

(Registrant’s Telephone Number, including Area Code)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07                                             Submission of Matters to a Vote of Security Holders.

 

The 2011 Annual General Meeting of Shareholders of Tyco International Ltd. (the “Company”) was held on March 9, 2011 in Zürich, Switzerland.  At the meeting, the holders of 382,048,078 registered shares of the Company’s common stock were represented in person or by proxy, constituting a quorum.  At the meeting, shareholders voted on the following proposals and cast their votes as described below.  The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 14, 2011.  The vote results detailed below represent final results as certified by the Inspector of Elections.

 

Proposal No. 1 — Approval of the Annual Report and Financial Statements

 

Proposal No. 1 was a management proposal to approve the annual report, the parent company financial statements of Tyco International Ltd and the consolidated financial statements for the fiscal year ended September 24, 2010.  This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

379,230,706

 

608,048

 

2,209,324

 

 

Proposal No. 2 — Discharge of the Board of Directors from Liability

 

Proposal No. 2 was a management proposal to discharge the Board of Directors from liability for the financial year ended September 24, 2010. This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

369,578,051

 

3,623,819

 

8,846,208

 

 

Proposal No. 3 — Election of the Board of Directors

 

Proposal No. 3 was the election of the Board of Directors.  The following individuals were elected to serve on the Board of Directors for a one-year term.

 

Name

 

For

 

Withhold

 

Broker Non-Vote

 

Edward D. Breen

 

353,163,040

 

3,785,028

 

25,100,010

 

Michael E. Daniels

 

356,600,707

 

347,361

 

25,100,010

 

Timothy Donahue

 

347,569,324

 

9,378,744

 

25,100,010

 

Brian Duperreault

 

356,578,572

 

369,496

 

25,100,010

 

Bruce S. Gordon

 

356,596,634

 

351,434

 

25,100,010

 

Rajiv L. Gupta

 

347,341,036

 

9,607,032

 

25,100,010

 

John A. Krol

 

356,115,182

 

832,886

 

25,100,010

 

Brendan R. O’Neill

 

356,544,611

 

403,457

 

25,100,010

 

Dinesh Paliwal

 

356,590,139

 

357,929

 

25,100,010

 

William S. Stavropoulos

 

350,346,607

 

6,601,461

 

25,100,010

 

Sandra S. Wijnberg

 

347,689,472

 

9,258,596

 

25,100,010

 

R. David Yost

 

347,662,355

 

9,285,713

 

25,100,010

 

 

Proposal No. 4.a — Election of Statutory Auditors (Deloitte AG (Zürich))

 

Proposal No. 4.a was a management proposal to elect Deloitte AG (Zürich) as statutory auditors until the next annual general meeting.  This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

381,585,856

 

304,406

 

157,816

 

 

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Proposal No. 4.b — Ratification of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)

 

Proposal No. 4.b was a management proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm for purposes of United States securities law reporting for the year ending September 30, 2011. This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

381,574,725

 

313,317

 

160,036

 

 

Proposal No. 4.c — Election of Special Auditors (PricewaterhouseCoopers AG (Zürich))

 

Proposal No. 4.c was a management proposal to elect PricewaterhouseCoopers AG (Zürich) as special auditors until the next annual general meeting. This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

381,543,413

 

335,710

 

168,955

 

 

Proposal No. 5.a — Allocation of Fiscal Year 2010 Results

 

Proposal No. 5.a was a management proposal to allocate the Company’s loss for fiscal 2010 on its stand-alone Swiss statutory financial statements by carrying it forward to 2011.  This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

381,174,648

 

460,308

 

413,122

 

 

Proposal No. 5.b — Payment of an Ordinary Cash Dividend

 

Proposal No. 5.b was a management proposal to pay an ordinary cash dividend of $1.00 per share out of the Company’s “contributed surplus” equity position in four equal quarterly payments.  This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

381,340,953

 

337,468

 

369,657

 

 

Proposal No. 6 — Amendment to Articles of Association to Renew Authorized Share Capital.

 

Proposal No. 6 was a management proposal to amend the Company’s Articles of Association to renew the amount of authorized share capital available for the purposes described in Article 4 thereof.  This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

375,403,718

 

4,343,780

 

2,300,580

 

 

Proposal No. 7 — Cancellation of Repurchased Treasury Shares.

 

Proposal No. 7 was a management proposal to cancel 22,088,101 treasury shares previously repurchased by the Company.  This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

356,425,140

 

241,469

 

281,459

 

25,100,010

 

 

3



 

Proposal No. 8.a — Advisory (Consultative) Vote on Executive Compensation.

 

Proposal No. 8.a was a management proposal to hold a non-binding advisory (or consultative) vote on the compensation of the Company’s executives, as described in the section of the Proxy Statement entitled “Executive Compensation Report.”  This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

251,965,349

 

94,753,648

 

10,229,071

 

25,100,010

 

 

Proposal No. 8.b — Frequency of Advisory (Consultative) Vote on Executive Compensation.

 

Proposal No. 8.b was a management proposal to hold a non-binding advisory (or consultative) vote on the frequency of the executive compensation vote.  An annual vote was approved.

 

Annual

 

Biennial

 

Triennial

 

Abstain

 

Broker Non-Vote

 

217,345,051

 

1,236,280

 

135,274,885

 

3,091,852

 

25,100,010

 

 

Based on the result of the executive compensation frequency vote, the Board of Directors has determined that it will hold an advisory (or consultative) vote on executive compensation every year.

 

Item 8.01               Other Events.

 

At the annual general meeting, under Proposal No. 6, the Company’s shareholder’s approved an amendment to the Company’s Articles of Association to re-authorize share capital under Article 4 thereof.  A copy of the amended Articles of Association is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01               Exhibits

 

Exhibit
No.

 

Description

3.1

 

Articles of Association of Tyco International Ltd.

 

4



 

SIGNATURES

 

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.

 

 

 

TYCO INTERNATIONAL LTD.

 

 

(Registrant)

 

 

 

 

 

 

By:

/s/ Judith A. Reinsdorf

 

 

 

Judith A. Reinsdorf

 

 

 

Executive Vice-President and General Counsel

 

 

Date:  March 14, 2011

 

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