Honeywell Files Proxy Materials, Highlights Shareowner Engagement

TL;DR

Honeywell dropped proxy docs, showing they're serious about talking to shareholders. Annual meeting soon.

AI Summary

Honeywell International Inc. filed a Definitive Additional Materials (DEFA14A) on April 9, 2024, related to its 2024 annual meeting. The filing emphasizes the company's commitment to shareowner engagement, highlighting its 2023 Spring Engagement efforts. This document serves as additional material for the proxy statement concerning the upcoming annual meeting.

Why It Matters

This filing provides shareholders with updated information and materials regarding the company's annual meeting, reinforcing transparency and the company's approach to shareholder relations.

Risk Assessment

Risk Level: low — This filing is a standard proxy statement supplement and does not contain information that inherently increases risk for investors.

Key Players & Entities

• HONEYWELL INTERNATIONAL INC (company) — Registrant
• ALLIEDSIGNAL INC (company) — Former company name
• 20240409 (date) — Filing date
• 2024 (date) — Annual meeting year

FAQ

Filing Documents

• d769406ddefa14a.htm (DEFA14A) — 21KB
• g769406txs1g1.jpg (GRAPHIC) — 91KB
• g769406txs2g1.jpg (GRAPHIC) — 100KB
• g769406txs3g1.jpg (GRAPHIC) — 114KB
• g769406txs4g1.jpg (GRAPHIC) — 110KB
• g769406txs5g1.jpg (GRAPHIC) — 145KB
• g769406txs6g1.jpg (GRAPHIC) — 116KB
• g769406txs7g1.jpg (GRAPHIC) — 161KB
• g769406txs8g1.jpg (GRAPHIC) — 153KB
• g769406txs9g1.jpg (GRAPHIC) — 28KB
• 0001193125-24-090437.txt ( ) — 1425KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Honeywell International Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 2024 annual meeting Shareowner engagement COMMITMENT TO SHAREOWNER ENGAGEMENT 2023 Spring Engagement Annual Shareowner Engagement 2024 Annual Meeting – Shareowner Engagement 2023 Fall Engagement Total contacted Top 100 shareowners representing 58% of shares outstanding Total Engaged 28% of shares outstanding, held by 18 of our largest shareowners Director Engaged 25% of shares outstanding engaged by independent Lead Director, MDCC Chair, or CGRC Chair Total contacted Top 50 shareowners representing 52% of shares outstanding Total Engaged 21% of shares outstanding, held by 18 of our largest shareowners Director Engaged 20% of shares outstanding engaged by independent Lead Director, MDCC Chair, or CGRC Chair Honeywell's Board Recommends FOR' the Election of Each Nominee Proposal 1 Election of Directors 10 of 12 nominees are independent 4 of 12 nominees are women 5 of 12 nominees are ethnically or racially diverse 6 of 12 nominees were born outside of the United States 10 of 12 nominees have CEO experience ~7 years average tenure (1)Mr. Ayer will become Lead Director, effective May 14, 2024. Mr. Adamczyk will retire from the Board and Mr. Kapur will become Chairman of the Board, effective as of June 7, 2024. (2) Excludes the boards of Honeywell's consolidated subsidiaries. Current Public Company Boards includes Honeywell Board. 2024 Annual Meeting – Shareowner Engagement Honeywell's Board Recommends FOR' Say-on-Pay Proposal 2 Advisory Vote to Approve Executive Compensation Base Salary Determined based on scope of responsibility, years of experience, and individual performance Attracts and compensates high-performing and experienced leaders Annual Incentive Compensation Plan (ICP) 80% formulaic determination against pre-established financial metrics 15% assessment of individual performance 5% based on ESG metrics Motivates and rewards executives for achieving annual corporate, business unit, ESG, and functional goals Long-Term Incentive Compensation (LTI) Performance Stock Units: Executive Officers: 50% of annual LTI Covers three-year period Relative TSR (25% weight) along with key financial metrics (75% weight) Focuses executives on achievement of specific long-term financial performance goals Stock Options: Executive Officers: 25% of annual LTI Four-year vesting Directly aligns the interest of our executives with shareowners Restricted Stock Units: Executive Officers: 25% of annual LTI Four-year vesting Strengthens key executive retention to ensure consistency and execution of long-term strategies Variable vs. Fixed* Long- vs. Short-Term* CEO Other NEOS Variable Fixed CEO Other NEOS Long-term Short-term 2024 Annual Meeting – Shareowner Engagement * Ratios based on target compensation. Short-term reflects base salary and ICP. KEY METRICS UNDERPINNING OUR PROGRAM CEO 3-Year Performance Stock Units Award Metrics 3-Year Cumulative Revenue (25%) Measures the effectiveness of the Company's organic growth strategies, including new product introduction and marketing and sales effectiveness, as well as projected growth in our end markets. 3-Year Average ROI (25%) Focuses leadership on making investment decisions that deliver profitable growth. 3-Year Average Segment Margin Rate (25%) Focuses executives on driving continued operational improvements and delivering synergies from corporate actions and prior period acquisitions. 3-Year Relative TSR (25%) Measures Honeywell's cumulative TSR relative to the Compensation Peer Group over a three-year performance period. CEO Annual ICP Financial Metrics Adjusted Honeywell EPS (50%) Viewed as the most important measure of near-term profitability that has direct impact on stock price and shareowner value creation. Total Honeywell Free Cash Flow (50%) Reflects quality of earnings and incremental cash generated from operations that may be reinvested in our businesses, used to make acquisitions, or returned to shareowners through dividends or share repurchases. Establish clear and measurable goals and targets to hold our executives accountable for achieving specified levels to earn a payout.

View Full Filing

View this DEFA14A filing on SEC EDGAR