HONEYWELL INTERNATIONAL INC
For the period ended May 20, 2025. Filed Apr 9, 2025.
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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.
May 20, 2025 · Filed Apr 9, 2025
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 | ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | 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 |
(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. |
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| ☐ | 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
| DEAR SHAREOWNERS,As I reflect on my first year as Honeywell’s independent Lead Director, I am thrilled to see what a transformative year it has been for our business. It has been a privilege to partner with Vimal Kapur in his new role as Chairman as we oversee the execution on his vision for the future of Honeywell. | William S. AyerLead Director |
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| Under Vimal’s leadership, the Company has streamlined its portfolio while deploying capital toward attractive acquisition opportunities to empower growth. After announcing the decision to realign Honeywell’s portfolio with three powerful megatrends — Automation, the Future of Aviation, and the Energy Transition — we deployed $9 billion across four accretive acquisitions that further strengthened every segment of our portfolio and unlocked new growth opportunities. We also announced the intent to spin off our Advanced Materials business into Solstice Advanced Materials and the divestiture of our Personal Protective Equipment business.At the same time, the Board has focused on the comprehensive portfolio evaluation that Vimal launched last year. This work led to our announcement of Honeywell’s intent to pursue a full separation of Aerospace Technologies. The planned separation, coupled with the plan to spin Advanced Materials into Solstice Advanced Materials, will result in three independent, publicly listed industry leaders with distinct strategies and growth drivers.As standalone companies with strong foundations, Honeywell, Honeywell Aerospace, and Solstice Advanced Materials will each pursue tailored growth strategies to unlock significant value for shareowners and customers. •Honeywell. Following the completion of the announced transactions, Honeywell will be the global leader of the industrial world's transition from automation to autonomy, with a comprehensive portfolio of technologies, solutions, and software to drive customers' productivity. Honeywell will connect assets, people, and processes to power digital transformation, building on decades-long technology leadership positions, deep domain experience, and a vast installed base to serve a variety of high-growth verticals.•Honeywell Aerospace. Honeywell Aerospace technology and solutions are used on virtually every commercial and defense aircraft platform worldwide and include aircraft propulsion, cockpit and navigation systems, and auxiliary power systems. It will be one of the largest publicly traded, pure play aerospace suppliers, with leading positions in technology and systems that will continue to deliver the Future of Aviation through increasing electrification and autonomy of flight.•Solstice Advanced Materials. Solstice Advanced Materials will be a sustainability-focused specialty chemicals and materials pure play with leading positions across fluorine products, electronic materials, industrial grade fibers, and healthcare packaging solutions. Solstice Advanced Materials offers leading technologies with premier brands, including the breakthrough low-global-warming Solstice® hydrofluoro-olefin (HFO) technology.Looking ahead to our 2025 annual meeting, you will see in this Proxy Statement that the Board is seeking your support to vote in favor of a liability management reorganization proposal. This reorganization is intended to provide Honeywell more flexibility with respect to managing its legacy asbestos, environmental, and certain other liabilities as we execute the planned transformations and focus on the future. Additional details regarding this proposal are available beginning on page 100 of this Proxy Statement.The Board has great confidence in the team’s ability to execute these transactions to maximize shareowner value, and we are excited to see what Vimal and our Futureshapers will accomplish as Honeywell continues on its transformational journey thereafter.I would like to take this opportunity to recognize Robin Washington for her service on Honeywell's Board. It has been an honor and pleasure to serve with her, and I wish her all the best in her future endeavors. I would also like to welcome Stephen Williamson, CFO of Thermo Fisher Scientific Inc., to the Board. His financial expertise, significant international and M&A experience, and strong reputation for creating shareholder value will be invaluable as we pursue our growth objectives.Sincerely,William S. AyerLead Director | |
| 2025 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 20, 2025 | |
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| TIME: | 10:30 a.m. EDT | |
| PLACE: | www.virtualshareholdermeeting.com/HON2025The meeting will be held in virtual format only. Please see page 113 of the Proxy Statement for additional details. | |
| RECORD DATE: | Close of business on April 1, 2025 | |
| MEETING AGENDA•Election to the Board of Directors of the 11 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 2025.•Approval of a proposal to adopt and approve an agreement and plan of merger with respect to the liability management reorganization described on page 96 of the Proxy Statement.•If properly raised, one shareowner proposal described starting on page 110 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 2024 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/HON2025 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 April 1, 2025, 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 113. 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 9, 2025.By Order of the Board of Directors,SU PING LUVice President and Corporate Secretary | ||
| 2 | | 2025 NOTICE AND PROXY STATEMENT |
TABLE OF CONTENTS
| LETTER FROM THE LEAD DIRECTOR | 1 |
| NOTICE OF ANNUAL MEETING OF SHAREOWNERS | 2 |
| HONEYWELL PERFORMANCE IN 2024 | 4 |
| Honeywell Portfolio | 4 |
| 2024 Performance Highlights | 5 |
| Commitment to Sustainability | 8 |
| PROXY SUMMARY | 9 |
| Annual Meeting of Shareowners | 9 |
| Voting Matters | 9 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 16 |
| Director Skills and Qualifications | 17 |
| Board Skillset Matrix | 18 |
| Board Composition | 19 |
| Nominees for Election | 20 |
| CORPORATE GOVERNANCE | 26 |
| Shareowner Outreach and Engagement | 27 |
| Board Leadership Structure | 29 |
| Director Independence | 31 |
| Board Practices and Procedures | 32 |
| Board Committees | 35 |
| Board’s Role in Risk Oversight | 38 |
| DIRECTOR COMPENSATION | 42 |
| Elements of Compensation | 42 |
| 2024 Director Compensation Table | 43 |
| Director Stock Ownership Guidelines | 44 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 45 |
| COMPENSATION DISCUSSION AND ANALYSIS | 46 |
| Our Named Executive Officers (NEOs) | 47 |
| Our Compensation Program | 47 |
| 2024 Compensation Summary | 54 |
| Separation Transactions Incentive Awards | 56 |
| 2024 Base Salary Decisions | 56 |
| 2024 Annual Incentive Compensation Plan Decisions | 56 |
| 2024 Long-Term Incentive Compensation Decisions | 63 |
| Other Compensation and Benefit Programs | 69 |
| Risk Oversight Considerations | 70 |
| Management Development and Compensation Committee Report | 72 |
| EXECUTIVE COMPENSATION TABLES | 73 |
| Summary Compensation Table | 73 |
| Other Compensation Tables | 75 |
| CEO Pay Ratio | 88 |
| Policies and Practices Related to the Grant of Certain Equity Awards | 89 |
| Pay Versus Performance | 90 |
| PROPOSAL 3: APPROVAL OF INDEPENDENT ACCOUNTANTS | 94 |
| Independent Accounting Firm Fees | 94 |
| Non-Audit Services | 94 |
| Audit Committee Report | 95 |
| PROPOSAL 4: LIABILITY MANAGEMENT REORGANIZATION PROPOSAL | 96 |
| Description of the Liability Management Reorganization | 97 |
| Reasons for the Liability Management Reorganization; Board Recommendation | 101 |
| Other Information | 102 |
| Risk Factors Related to the Liability Management Reorganization Proposal | 105 |
| Questions and Answers About the Liability Management Reorganization Proposal | 107 |
| PROPOSAL 5: SHAREOWNER PROPOSAL — INDEPENDENT BOARD CHAIRMAN | 110 |
| Board Recommendation - Proposal 5 | 111 |
| ADDITIONAL INFORMATION | 113 |
| Other Business | 113 |
| Certain Relationships and Related Transactions | 113 |
| Virtual Annual Meeting | 113 |
| Notice and Access | 114 |
| Stock Ownership Information | 114 |
| Voting Procedures | 116 |
| Shareowner Proposals and Board Nominees | 118 |
| Where Shareowners Can Find More Information | 119 |
| APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 122 |
| APPENDIX B: AGREEMENT AND PLAN OF MERGER | 127 |
| APPENDIX C: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HONEYWELL HOLDCO, INC. | 135 |
| APPENDIX D: BY-LAWS OF HONEYWELL HOLDCO, INC. | 139 |
| APPENDIX E: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HONEYWELL INTERNATIONAL INC. | 156 |
| APPENDIX F: BY-LAWS OF HONEYWELL INTERNATIONAL INC. | 160 |
| RECENT AWARDS | 177 |
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 46 or in Appendix A.
Unless the context otherwise requires, the terms “Honeywell,” the “Company,” “we,” “our,” and “us” refer to Honeywell International Inc. and its subsidiaries.
| 2025 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.