UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 24, 2024
TEXTRON INC.
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
| Delaware | 1-5480 | 05-0315468 |
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
40 Westminster Street, Providence, Rhode Island 02903
(Address of principal executive offices)
Registrant’s telephone number, including area code: (401) 421-2800
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 (see General Instructions A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common Stock – par value $0.125 | TXT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
a.The 2024 Annual Meeting of Shareholders of Textron was held on April 24, 2024.
b.The results of the voting on the matters submitted to our shareholders are as follows:
1.The following persons were elected to serve as directors until the next annual shareholders’ meeting and received the following votes:
| | | | | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| Scott C. Donnelly | 158,758,767 | | 4,817,123 | | 950,421 | | 11,741,204 | |
| Richard F. Ambrose | 161,764,179 | | 1,877,755 | | 884,377 | | 11,741,204 | |
| Kathleen M. Bader | 157,286,378 | | 6,236,010 | | 1,003,923 | | 11,741,204 | |
| R. Kerry Clark | 156,072,478 | | 7,440,354 | | 1,013,479 | | 11,741,204 | |
| Michael X. Garrett | 160,743,018 | | 2,829,637 | | 953,656 | | 11,741,204 | |
| Deborah Lee James | 160,140,907 | | 3,496,208 | | 889,196 | | 11,741,204 | |
| Thomas A. Kennedy | 161,792,462 | | 1,803,471 | | 930,378 | | 11,741,204 | |
| Lionel L. Nowell III | 160,848,227 | | 2,723,555 | | 954,529 | | 11,741,204 | |
| James L. Ziemer | 159,179,254 | | 4,420,321 | | 926,736 | | 11,741,204 | |
| Maria T. Zuber | 147,127,510 | | 16,527,082 | | 871,719 | | 11,741,204 | |
2.The proposed Textron Inc. 2024 Long-Term Incentive Plan was approved by the following vote:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| 155,903,702 | 7,620,637 | 1,001,972 | 11,741,204 |
| | | |
3.The advisory (non-binding) resolution to approve the compensation of our named executive officers, as disclosed in our proxy statement, was approved by the following vote:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| 154,885,957 | 8,458,151 | 1,182,203 | 11,741,204 |
| | | |
4.The appointment of Ernst & Young LLP by the Audit Committee as Textron's independent registered public accounting firm for 2024 was ratified by the following vote:
| | | | | | | | |
| For | Against | Abstain |
| 169,932,080 | 5,561,445 | 773,990 |
| | |
5.The shareholder proposal regarding an independent board chairman was rejected by the following vote:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| 54,088,529 | 109,053,872 | 1,383,910 | 11,741,204 |
| | | |
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.
| | | | | | | | |
| TEXTRON INC. |
| (Registrant) |
| | |
| By: | /s/ E. Robert Lupone |
| | E. Robert Lupone |
| | Executive Vice President,
General Counsel and Secretary |
Date: April 25, 2024
