HONEYWELL INTERNATIONAL INC
For the period ended Apr 2, 2024. Filed Apr 2, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 2, 2024 · Filed Apr 2, 2024
HON$220.05+2.0%Stored close · as of Nov 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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. |
LETTER FROM THE
LEAD DIRECTOR
| April 2, 2024DEAR SHAREOWNERS,I've had the privilege of serving as Honeywell's independent Lead Director for the past four years, and I take pride in witnessing firsthand the Company's transformative efforts to streamline our portfolio, simplify our structure, and unlock greater value. Honeywell has never been more well-positioned to capitalize on our financial strength to address some of the world's most difficult challenges. | D. SCOTT DAVISLead Director |
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| With my tenure as Lead Director concluding at the upcoming annual meeting, I'd like to share perspectives on Honeywell's impressive growth and express my strong confidence in the Company's future. The Company's recent segment realignment to focus on three key megatrends — automation, the future of aviation, and energy transition — all underpinned by digitalization will enable Honeywell to drive innovation and growth across our portfolio. Vimal Kapur and his team of Futureshapers have the full support of the Board as they continue to drive business growth and future value creation for our shareowners. The Board is unified in its view that Vimal will provide decisive strategic leadership and strong execution of Honeywell's growth plans, capital deployment, portfolio optimization, succession planning, and continuing operational excellence.Board refreshment has been a priority over the past several years. In the last five years, we have added five new directors to the Board, including Michael W. Lamach, who joined us in 2023. Mike has extensive management expertise with more than 30 years as a senior executive in several leadership positions, including CEO, at Trane Technologies, Ingersoll Rand, and Johnson Controls. His significant experience and strong reputation for driving growth, and sustainable value creation, and innovative leadership across multiple industrial sectors will help drive our transformation.William S. Ayer, retired Chairman and Chief Executive Officer of Alaska Air Group, will become our independent Lead Director after my term ends at the annual meeting. Throughout his tenure at Alaska Air, Bill's leadership was marked by a management style that prioritized customer focus, continuous improvement, and the establishment of a culture centered around safety, innovation, sustainability, and diversity. This approach fostered long-term, sustained success, which, together with his profound knowledge of the aerospace industry, will be instrumental as we embark on the next chapter.As we approach Darius Adamczyk's retirement from the Board, I would like to thank Darius for his leadership and numerous contributions to position Honeywell for growth. His vision and commitment while navigating an unprecedented period of global crisis and uncertainty will enable Honeywell to continue delivering for our shareowners while executing the next stage of our transformation.As my term ends, I thank you for the privilege of serving as your Lead Director over the past four years. I’m excited about what the future holds here at Honeywell.Sincerely,D. SCOTT DAVISLead Director | |
| 2024 NOTICE AND PROXY STATEMENT | | 1 |
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NOTICE OF ANNUAL MEETING
OF SHAREOWNERS
| VOTE BY TELEPHONEIn the U.S. or Canada, you can vote your shares by calling 800-690-6903. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card.VOTE BY INTERNETYou can vote your shares online at www.proxyvote.com. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card.VOTE BY SCANNINGYou can vote your shares online by scanning the QR code on your proxy card. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card. Additional software may need to be downloaded.VOTE BY MAILYou can vote by mail by marking, dating, and signing your proxy card or voting instruction form, and returning it in the postage-paid envelope.VOTE DURING THE VIRTUAL MEETING OF SHAREOWNERSYou can vote your shares during the virtual meeting. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card. | ||
| DATE: | May 14, 2024 | |
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| TIME: | 10:30 a.m. EDT | |
| PLACE: | www.virtualshareholdermeeting.com/HON2024The meeting will be held in virtual format only. Please see page 108 of the Proxy Statement for additional details. | |
| RECORD DATE: | Close of business on March 22, 2024 | |
| MEETING AGENDA•Election to the Board of Directors of the 12 nominees listed in the Proxy Statement.•An advisory vote to approve executive compensation.•Approval of the appointment of Deloitte & Touche LLP as independent accountants for 2024.•If properly raised, the one shareowner proposal described starting on page 103 of the Proxy Statement.•Transact any other business that may properly come before the meeting.IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALSThe Securities and Exchange Commission’s “Notice and Access” rule enables Honeywell to deliver a Notice of Internet Availability of Proxy Materials to shareowners in lieu of a paper copy of the Proxy Statement, related materials, and its Annual Report to Shareowners. It contains instructions on how to access the Proxy Statement and 2023 Annual Report and how to vote online.Shares cannot be voted by marking, writing on, and/or returning the Notice of Internet Availability. Any Notices of Internet Availability that are returned will not be counted as votes.Honeywell encourages shareowners to vote promptly as this will save the expense of additional proxy solicitation. Shareowners of record on the record date are entitled to vote online at the virtual meeting or prior to the meeting, by telephone, by mail, online at www.proxyvote.com, or by scanning the QR code on your proxy card. MEETING ADMISSIONYou are entitled to attend the virtual Annual Meeting of Shareowners, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/HON2024 and entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your Proxy Materials. You will only be entitled to vote and submit questions at the Annual Meeting if you are a shareowner as of the close of business on March 22, 2024, the record date. More details on how to participate in this year's virtual Annual Meeting can be found under “Virtual Annual Meeting” beginning on page 108. In the event of a technical malfunction or other situation that at the discretion of the Chairman of the Board of Directors may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of shareowners to be held, the Chairman or Corporate Secretary of Honeywell will convene the meeting at 12 p.m. EDT on the same date and at the location specified above solely for the purpose of holding the adjourned meeting at this later time. Under the foregoing circumstances, we will post information regarding the announcement on Honeywell’s Investor Relations website at investor.honeywell.com.This Notice of Annual Meeting of Shareowners and related Proxy Materials are being distributed or made available to shareowners beginning on or about April 2, 2024.By Order of the Board of Directors,SU PING LUCorporate Secretary | ||
| 2 | | 2024 NOTICE AND PROXY STATEMENT |
TABLE OF CONTENTS
| LETTER FROM THE LEAD DIRECTOR | 1 |
| NOTICE OF ANNUAL MEETING OF SHAREOWNERS | 2 |
| HONEYWELL PERFORMANCE IN 2023 | 4 |
| Honeywell Portfolio | 4 |
| 2023 Performance Highlights | 5 |
| Commitment to Sustainability | 9 |
| PROXY SUMMARY | 11 |
| Annual Meeting of Shareowners | 11 |
| Voting Matters | 11 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 17 |
| Director Skills and Qualifications | 18 |
| Board Skillset Matrix | 19 |
| Commitment to Board Integrity, Diversity, and Independence | 20 |
| Nominees for Election | 21 |
| CORPORATE GOVERNANCE | 27 |
| Shareowner Outreach and Engagement | 28 |
| Board Leadership Structure | 30 |
| Director Independence | 32 |
| Board Practices and Procedures | 33 |
| Board Committees | 36 |
| Leadership Succession Planning | 39 |
| Board’s Role in Risk Oversight | 40 |
| DIRECTOR COMPENSATION | 45 |
| Elements of Compensation | 45 |
| 2023 Director Compensation Table | 46 |
| Director Stock Ownership Guidelines | 47 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 48 |
| COMPENSATION DISCUSSION AND ANALYSIS | 49 |
| Our Named Executive Officers (NEOs) | 50 |
| CEO Transition | 50 |
| Our Compensation Program | 50 |
| 2023 Compensation Summary | 58 |
| CEO Compensation Decisions | 60 |
| 2023 Base Salary Decisions | 60 |
| 2023 Annual Incentive Compensation Plan Decisions | 60 |
| 2023 Long-Term Incentive Compensation Decisions | 68 |
| Other Compensation and Benefit Programs | 77 |
| Risk Oversight Considerations | 77 |
| Management Development and Compensation Committee Report | 80 |
| EXECUTIVE COMPENSATION TABLES | 81 |
| Summary Compensation Table | 81 |
| Other Compensation Tables | 83 |
| CEO Pay Ratio | 96 |
| Pay Versus Performance | 97 |
| PROPOSAL 3: APPROVAL OF INDEPENDENT ACCOUNTANTS | 101 |
| Independent Accounting Firm Fees | 101 |
| Non-Audit Services | 101 |
| Audit Committee Report | 102 |
| PROPOSAL 4: SHAREOWNER PROPOSAL — INDEPENDENT BOARD CHAIRMAN | 103 |
| Board Recommendation | 104 |
| ADDITIONAL INFORMATION | 106 |
| Other Business | 106 |
| Certain Relationships and Related Transactions | 106 |
| Stock Ownership Information | 107 |
| Virtual Annual Meeting | 108 |
| Notice and Access | 109 |
| Voting Procedures | 109 |
| Shareowner Proposals and Board Nominees | 111 |
| Where Shareowners Can Find More Information | 112 |
| APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 114 |
| RECENT AWARDS | 121 |
| Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 49 or in Appendix A. | |
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| Unless the context otherwise requires, the terms “Honeywell,” the “Company,” “we,” “our,” or “us” refer to Honeywell International Inc. and its subsidiaries. | |
| 2024 NOTICE AND PROXY STATEMENT | | 3 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.