HONEYWELL INTERNATIONAL INC
For the period ended May 22, 2026. Filed Apr 10, 2026.
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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 22, 2026 · Filed Apr 10, 2026
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
| DEAR SHAREOWNERS,2025 marked a pivotal year for Honeywell. Over the past 12 months, the Company has made exceptional progress toward its separation into three industry-leading public companies: Honeywell; Honeywell Aerospace; and Solstice Advanced Materials. Each business is positioned to execute focused strategies, harness powerful secular trends and deliver sustainable long-term value for our shareowners. | William S. AyerLead Director |
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| As I conclude my tenure as Honeywell’s independent Lead Director, I am struck by the tremendous progress the Company made this past year through its disciplined focus on portfolio transformation, operational excellence and strategic capital deployment. We reached a major milestone in October, when the Board formally approved the spin-off of Solstice Advanced Materials, which began trading on Nasdaq on October 30 under the ticker “SOLS.” Throughout the year, Honeywell also continued to steer its Aerospace Technologies and Automation businesses toward separation, and we expect to complete that change in third quarter of 2026. In preparation, the Company announced that Jim Currier will serve as President and Chief Executive Officer of Honeywell Aerospace, which will become one of the world’s largest publicly-listed, pure-play aerospace and defense companies. In addition, Craig Arnold, the retired Chairman and Chief Executive Officer of Eaton who joined our Board as an independent director in 2025, will serve as independent Chairman of the Honeywell Aerospace Board. I am highly confident in the strategic leadership and strong governance mindset both will bring to Honeywell Aerospace as it enters its next chapter.In parallel, the Company has established the leadership team for Honeywell, which will emerge from the separation as the global leader of the industrial world's transition from automation to autonomy. Vimal Kapur will continue to serve as Honeywell's Chairman and CEO, supported by a seasoned team of senior leaders who will shape the future of each of the three automation business segments: Building Automation; Industrial Automation; and Process Automation and Technology. The Board is confident that, under Vimal’s leadership, Honeywell will be positioned to thrive as it helps customers lead the journey to a more connected, autonomous future. In addition to Craig Arnold, we welcomed two exceptional new directors to the Board since our 2025 Annual Meeting:•Indra K. Nooyi, former Chair and Chief Executive Officer of PepsiCo, who joined the Board on January 1, 2026 and brings unparalleled operational, financial and global leadership experience; and•Marc Steinberg, a Partner at Elliott Investment Management, L.P., who joined the Board on May 31, 2025 and offers deep expertise in capital markets, M&A and capital allocation. Following his re-election to the Board in 2026, Michael W. Lamach will become our independent Lead Director when my term ends at the annual meeting. Mike is incredibly well-suited for the role at this transformative time, given his prior experience serving as Chairman and CEO of Trane Technologies as it executed its separation from Ingersoll-Rand. His significant experience driving long-term growth, sustainable value creation and innovation has already been a valuable asset to the Board and will serve us well moving forward. Together, these appointments further strengthen the Board’s breadth of perspectives and will be instrumental as Honeywell prepares for its next chapter. In parallel, I would like to take this opportunity to also recognize Kevin Burke for his long and distinguished service on Honeywell's Board. It has been an honor and pleasure to work with him during my entire tenure on the Board, and I wish him every success in the next stage of his journey.As Honeywell continues its transformation, the Board remains highly confident in the path ahead. Guided by Vimal’s continued leadership, 2026 will be a defining year that shapes the long-term growth trajectories of both Honeywell and Honeywell Aerospace so that each can thrive independently.In closing, I am honored to have had the privilege of serving as Lead Director these past two years, and, on behalf of the Board, I want to thank you for your continued confidence and investment in Honeywell during this exciting and transformative period. Sincerely,William S. AyerLead Director | |
| 2026 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 22, 2026 | |
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| TIME: | 10:30 a.m. EDT | |
| PLACE: | www.virtualshareholdermeeting.com/HON2026The meeting will be held in virtual format only. Please see page 120 of the Proxy Statement for additional details. | |
| RECORD DATE: | Close of business on March 27, 2026 | |
| 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 2026.•Approval of a proposal to adopt and approve a reverse stock split of the Company's common stock, a proportionate reduction in the Company's number of authorized shares and a reduction of the par value of the Company's common stock.•If properly raised, one shareowner proposal described starting on page 116 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 2025 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 or Notice of Internet Availability. MEETING ADMISSIONYou are entitled to attend the virtual Annual Meeting of Shareowners, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/HON2026 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 27,2026, 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 120. 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 10, 2026.By Order of the Board of Directors,SU PING LUSenior Vice President, General Counsel and Corporate Secretary | ||
| 2 | | 2026 NOTICE AND PROXY STATEMENT |
TABLE OF CONTENTS
| LETTER FROM THE LEAD DIRECTOR | 1 |
| NOTICE OF ANNUAL MEETING OF SHAREOWNERS | 2 |
| HONEYWELL PERFORMANCE IN 2025 | 4 |
| Honeywell Portfolio | 4 |
| 2025 Performance Highlights | 5 |
| Commitment to Sustainability | 9 |
| PROXY SUMMARY | 11 |
| Annual Meeting of Shareowners | 11 |
| Voting Matters | 11 |
| Corporate Governance Highlights | 13 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 17 |
| Director Skills and Qualifications | 18 |
| Board Skillset Matrix | 19 |
| Board Composition | 20 |
| Nominees for Election | 21 |
| CORPORATE GOVERNANCE | 27 |
| Shareowner Outreach and Engagement | 28 |
| Board Leadership Structure | 30 |
| Director Independence | 32 |
| Board Practices and Procedures | 34 |
| Board Committees | 37 |
| Board’s Role in Risk Oversight | 42 |
| DIRECTOR COMPENSATION | 48 |
| Elements of Compensation | 48 |
| 2025 Director Compensation Table | 49 |
| Director Stock Ownership Guidelines | 50 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 51 |
| COMPENSATION DISCUSSION AND ANALYSIS | 52 |
| Current Named Executive Officers (NEOs) | 53 |
| Former Named Executive Officers | 53 |
| Our Compensation Program | 53 |
| 2025 Compensation Summary | 63 |
| Transaction Awards | 65 |
| 2025 Base Salary Decisions | 65 |
| 2025 Annual Incentive Compensation Plan Decisions | 66 |
| 2025 Long-Term Incentive Compensation Decisions | 74 |
| Other Compensation and Benefit Programs | 81 |
| Risk Oversight Considerations | 82 |
| Management Development and Compensation Committee Report | 85 |
| EXECUTIVE COMPENSATION TABLES | 86 |
| Summary Compensation Table | 86 |
| Other Compensation Tables | 89 |
| CEO Pay Ratio | 103 |
| Pay Versus Performance | 104 |
| PROPOSAL 3: APPROVAL OF INDEPENDENT ACCOUNTANTS | 108 |
| Independent Accounting Firm Fees | 108 |
| Non-Audit Services | 108 |
| Audit Committee Report | 109 |
| PROPOSAL 4: REVERSE STOCK SPLIT PROPOSAL | 110 |
| Reasons for the Board's Recommendation | 110 |
| Effects of the Reverse Stock Split Amendment | 111 |
| PROPOSAL 5: SHAREOWNER PROPOSAL — SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT | 116 |
| Board Recommendation – Proposal 5 | 117 |
| ADDITIONAL INFORMATION | 119 |
| Other Business | 119 |
| Certain Relationships and Related Transactions | 119 |
| Virtual Annual Meeting | 120 |
| Notice and Access | 121 |
| Stock Ownership Information | 121 |
| Voting Procedures | 123 |
| Shareowner Proposals and Board Nominees | 125 |
| Where Shareowners Can Find More Information | 126 |
| APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 129 |
| APPENDIX B: CERTIFICATE OF AMENDMENT | 137 |
| RECENT AWARDS | 138 |
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 52 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.
| 2026 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.