Textron Amends Corporate Bylaws

TL;DR

**Textron just tweaked its corporate rules, which could subtly shift how the company operates.**

AI Summary

Textron Inc. filed an 8-K on February 23, 2024, reporting an event on February 21, 2024, concerning amendments to its Articles of Incorporation or Bylaws. The filing indicates changes related to the company's charter, as specified in Item 5.03 of Form 8-K, which typically covers such corporate governance modifications. The company, headquartered at 40 Westminster Street, Providence, Rhode Island, operates under the ticker TXT.

Why It Matters

Changes to a company's bylaws can impact shareholder rights, corporate governance, and the operational framework, potentially affecting future strategic decisions and investor confidence.

Risk Assessment

Risk Level: low — This filing reports amendments to corporate bylaws, which are generally routine governance updates and do not inherently pose significant immediate financial risk.

Key Players & Entities

• TEXTRON INC. (company) — Registrant
• February 21, 2024 (date) — Date of earliest event reported
• February 23, 2024 (date) — Filing date
• 40 Westminster Street, Providence, Rhode Island 02903 (company) — Principal executive offices address
• 0000217346 (company) — Central Index Key (CIK)

FAQ

Key Financial Figures

• $0.125 — h registered Common Stock – par value $0.125 TXT New York Stock Exchange Check t

Filing Documents

• e24055-txt_8k.htm (8-K) — 34KB
• e24055_ex3-1.htm (EX-3.1) — 168KB
• 0001552781-24-000048.txt ( ) — 416KB
• txt-20240221.xsd (EX-101.SCH) — 3KB
• txt-20240221_lab.xml (EX-101.LAB) — 33KB
• txt-20240221_pre.xml (EX-101.PRE) — 22KB
• e24055-txt_8k_htm.xml (XML) — 4KB

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 21, 2024, the Board of Directors of Textron Inc. ("Textron" or the "Company") amended and restated the Company's By-Laws (the "By-Laws"), to be effective immediately. The amended and restated By-Laws principally address the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the "universal proxy rules") and certain other corporate governance matters. The amendments, among other things: require that a shareholder providing notice of its intent to nominate an individual to the Board pursuant to the universal proxy rules must comply with all requirements of those rules and provide reasonable evidence of such compliance upon request; provide that a shareholder's failure to comply with the By-law provisions implementing Rule 14a-19 (principally, the requirement to solicit holders of shares representing at least 67% of voting power) will result in the Company disregarding the dissident's nomination; limit the number of nominees a stockholder may nominate to the number of directors to be elected at the meeting; broaden certain informational requirements a shareholder nominating one or more individuals to the Board must satisfy and require each nominee to provide the Company with certain representations and agreements, as well as a completed director and officer questionnaire; require a shareholder to solicit proxies in the same manner as the Company; require a shareholder soliciting proxies from other stockholders to use a proxy card color other than white; modify the federal exclusive forum by-law by designating the federal district courts as the exclusive forum for any claims arising under the Securities Act of 1933; and conform portions of the By-Laws to the General Corporation Law of the State of Delaware, including provisions regarding notice of adjourned virtual annual meetings, no longer requiring the shareholder list to be ava

01 Financial Statements

Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibit is filed herewith: Exhibit Number Description 3.1 Amended and Restated By-Laws of Textron Inc., effective February 21, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. TEXTRON INC. By: /s/ E. Robert Lupone E. Robert Lupone Executive Vice President, General Counsel and Secretary Date: February 23, 2024