UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
þ Filed by the Registrant | o 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 Rule 14a-12
TEXTRON 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 the appropriate box):
- 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.
TEXTRON AVIATION
Textron Aviation is home to the Beechcraft® and Cessna® aircraft brands and is a leader in general aviation through two principal product lines: aircraft and aftermarket parts and services. Aircraft includes sales of business jets, turboprop and military trainer and defense aircraft and piston engine aircraft. Aftermarket parts and services includes commercial parts sales and maintenance, inspection and repair service.
BELL
Bell is a leading supplier of helicopters, tiltrotor aircraft and related spare parts and services. Bell supplies military helicopters and tiltrotors to the U.S. Government and non-U.S. military customers and supplies commercially certified helicopters to corporate, private, law enforcement, utility, public safety, emergency medical and other helicopter operators. Bell provides support and service for an installed base of approximately 13,000 helicopters.
INDUSTRIAL
Our Industrial segment designs and manufactures a variety of products within the Kautex and Specialized Vehicles product lines. Kautex is a leader in designing and manufacturing plastic fuel systems for automobiles and light trucks, along with other automotive systems and components. Specialized Vehicles includes golf cars, recreational and utility vehicles, aviation ground support equipment and professional mowers, manufactured by Textron Specialized Vehicles businesses.
TEXTRON SYSTEMS
Textron Systems' businesses develop, manufacture and integrate products and services for U.S. and non-U.S. military, government and commercial customers to support defense, homeland security, aerospace and other missions. Product and service offerings include electronic systems and solutions, advanced marine craft, piston aircraft engines, live military air-to-air and air-to-ship training, weapons and related components, unmanned aircraft systems, and both manned and unmanned armored and specialty vehicles.
TEXTRON eAVIATION
Textron eAviation includes Pipistrel, a manufacturer of light aircraft, along with other research and development initiatives related to sustainable aviation solutions. Pipistrel offers a family of light aircraft and gliders with both electric and combustion engines. Pipistrel's Velis Electro is the world's first, and currently only, electric aircraft to receive full type certification from the European Union Aviation Safety Agency and from the UK Civil Aviation Authority.
FINANCE
Our Finance segment, operated by Textron Financial Corporation (TFC), is a commercial finance business that provides financing solutions for purchasers of Textron products, primarily Textron Aviation aircraft and Bell helicopters. For more than five decades, TFC has played a key role for Textron customers around the globe.
- TEXTRON 2024 PROXY STATEMENT
NOTICE OF ANNUAL MEETING
To the Shareholders of Textron Inc.:
The 2024 Annual Meeting of Shareholders of Textron Inc. will be held on Wednesday, April 24, 2024 at 11 a.m., Eastern time. This year's meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/TXT2024. Shareholders will not be able to attend the meeting in person. At the meeting, our shareholders will be asked to do the following:
To elect the ten director nominees named in the proxy statement to hold office until the next annual shareholders' meeting;
To approve the proposed Textron Inc. 2024 Long-Term Incentive Plan;
To approve Textron's executive compensation on an advisory basis;
Wednesday, April 24, 2024
11:00 a.m. Eastern Daylight Time
Virtual Meeting Site:
www.virtualshareholdermeeting.com/TXT2024
To ratify the appointment by the Audit Committee of Ernst & Young LLP as Textron's independent registered public accounting firm for 2024;
If properly presented at the meeting, to consider and act upon a shareholder proposal, set forth beginning on page 68 in the accompanying proxy statement, which is opposed by the Board of Directors; and
To transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting.
To be admitted to the Annual Meeting virtually, you will need to log in to www.virtualshareholdermeeting.com/TXT2024. Instructions on how to participate in the Annual Meeting via live audio webcast are described in the accompanying proxy statement and posted at www.virtualshareholdermeeting.com/TXT2024.
On March 7, 2024, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access and review our proxy materials, including our Proxy Statement and the Annual Report to Shareholders, and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. Shareholders who requested paper copies of the proxy materials or previously elected to receive our proxy materials electronically did not receive the Notice and will receive the proxy materials in the format requested.
Whether or not you plan to attend the virtual meeting, we urge you to cast your vote as soon as possible so that your shares may be represented at the meeting. You may vote your shares via the internet or by telephone by following the instructions included on the Notice. Alternatively, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card.
You are entitled to vote all shares of common stock registered in your name at the close of business on February 26, 2024.
By order of the Board of Directors,
E. Robert Lupone
Executive Vice President, General Counsel and Secretary
Providence, Rhode Island
March 7, 2024
YOUR VOTE IS IMPORTANT
Brokers are not permitted to vote on the election of directors or on certain other proposals, and may elect not to vote on any matters, unless they receive voting instructions from the beneficial owner. Therefore, if your shares are held in the name of your broker or bank, it is important that you vote. We encourage you to vote promptly, even if you intend to attend the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2024:
The Company's Proxy Statement for the 2024 Annual Meeting of Shareholders, the Annual Report to Shareholders for the fiscal year ended December 30, 2023 and the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2023 are available at http://investor.textron.com/investors/investor-resources.The Company will provide by mail or email, without charge, a copy of its Annual
Report on Form 10-K, at the request of shareholders. Please direct all inquiries to the Company at (401) 457-2288 or by submitting a written request to the Secretary at Textron Inc., 40 Westminster Street, Providence, Rhode island 02903 or by email to irdepartment@textron.com.
REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: | |
BY TELEPHONE | BY MAIL |
Call the telephone number on your proxy card or voting | If you received your materials by mail, you can vote |
instruction form. | by mail by marking, dating and signing your proxy |
card or voting instruction form and returning it in the | |
postage-paid envelope. |
BY INTERNET
You can vote your shares online at www.proxyvote.com or on the website address set forth on your proxy card or voting instruction form.
BY ATTENDING THE VIRTUAL MEETING Attend the virtual meeting and vote
your shares during the meeting at www.virtualshareholdermeeting.com/TXT2024
IV TEXTRON 2024 PROXY STATEMENT
TABLE OF CONTENTS
Textron Inc. 2024 Annual Meeting of Shareholders
1 | |||||||||||||||||||||||||||||||||
1 | |||||||||||||||||||||||||||||||||
1 | |||||||||||||||||||||||||||||||||
Item 1 Election of Directors | |||||||||||||||||||||||||||||||||
2 | |||||||||||||||||||||||||||||||||
Corporate Governance | |||||||||||||||||||||||||||||||||
Governance Highlights | 8 | Corporate Responsibility and Sustainability | |||||||||||||||||||||||||||||||
Director Independence | 9 | Shareholder Outreach | |||||||||||||||||||||||||||||||
Leadership Structure | 9 | Shareholder Communications to the Board | |||||||||||||||||||||||||||||||
Board and Committee Evaluations | 10 | Director Nominations | |||||||||||||||||||||||||||||||
10 | |||||||||||||||||||||||||||||||||
Meeting Attendance | Compensation of Directors | ||||||||||||||||||||||||||||||||
Other Directorships | 10 | Director Stock Ownership Requirements | |||||||||||||||||||||||||||||||
Board Committees | 11 | Anti-Hedging and Pledging Policy | |||||||||||||||||||||||||||||||
13 | |||||||||||||||||||||||||||||||||
Executive Committee | Corporate Governance Guidelines and Policies | ||||||||||||||||||||||||||||||||
Risk Oversight | 13 | Code of Ethics | |||||||||||||||||||||||||||||||
Committee and Board Oversight of Environmental, | 13 | ||||||||||||||||||||||||||||||||
Social and Governance Matters | |||||||||||||||||||||||||||||||||
Security Ownership | |||||||||||||||||||||||||||||||||
Audit Committee Report | |||||||||||||||||||||||||||||||||
Compensation Committee Report | |||||||||||||||||||||||||||||||||
Compensation Discussion and Analysis | |||||||||||||||||||||||||||||||||
Executive Summary | 23 | Role of Independent Compensation Consultant | |||||||||||||||||||||||||||||||
Overview and Objectives of Executive | 26 | Share Ownership Requirements | |||||||||||||||||||||||||||||||
Compensation Program | |||||||||||||||||||||||||||||||||
27 | |||||||||||||||||||||||||||||||||
Target Direct Compensation | Anti-Hedging and Pledging Policy | ||||||||||||||||||||||||||||||||
2023 Incentive Compensation Targets, Payouts | 31 | Clawback Policy | |||||||||||||||||||||||||||||||
and Performance Analysis | |||||||||||||||||||||||||||||||||
Risks Related to Compensation | 35 | Compensation Arrangements Relating to | |||||||||||||||||||||||||||||||
Termination of Employment | |||||||||||||||||||||||||||||||||
Other Compensation Programs | 35 | Tax Considerations |
1
2
2
8
14
15
15
15
16
17
17
17
18
19
21
22
23
36
36
36
36
37
37
TEXTRON 2024 PROXY STATEMENT V
Executive Compensation | 38 | ||||||||||||||||||||||||||||||
Summary Compensation Table | 38 | Potential Payments Upon Termination or Change in Control | 46 | ||||||||||||||||||||||||||||
Grants of Plan-Based Awards in Fiscal 2023 | 40 | Pay Ratio | 50 | ||||||||||||||||||||||||||||
Outstanding Equity Awards at 2023 Fiscal Year-End | 41 | Pay versus Performance | 51 | ||||||||||||||||||||||||||||
Option Exercises and Stock Vested in Fiscal 2023 | 42 | Evaluation of Risk in Compensation Plans | 55 | ||||||||||||||||||||||||||||
Pension Benefits in Fiscal 2023 | 43 | Transactions with Related Persons | 55 | ||||||||||||||||||||||||||||
Nonqualified Deferred Compensation | 45 | Equity Compensation Plan Information | 56 | ||||||||||||||||||||||||||||
Item 2 Approval of the Textron Inc. 2024 Long-Term incentive Plan | 57 | ||||||||||||||||||||||||||||||
Item 3 Advisory Vote to Approve Textron's Executive Compensation | 63 | ||||||||||||||||||||||||||||||
Item 4 Ratification of Appointment of Independent Registered Public Accounting | 64 | ||||||||||||||||||||||||||||||
Firm | |||||||||||||||||||||||||||||||
Fees to Independent Auditors | 64 | ||||||||||||||||||||||||||||||
General information about the Annual Meeting | 65 | ||||||||||||||||||||||||||||||
Internet Availability of Proxy Materials | 65 | Required Vote | 65 | ||||||||||||||||||||||||||||
Voting | 65 | Costs of Proxy Solicitation | 66 | ||||||||||||||||||||||||||||
Savings Plan Participants | 65 | Confidential Voting Policy | 66 | ||||||||||||||||||||||||||||
Changing or Revoking a Proxy | 65 | Attending the Meeting | 66 | ||||||||||||||||||||||||||||
Item 5 Shareholder Proposal Regarding Independent Board Chairman | 68 | ||||||||||||||||||||||||||||||
Other Matters to Come Before the Meeting | 71 | ||||||||||||||||||||||||||||||
Shareholder Proposals and Other Matters for 2025 Annual Meeting | 71 | ||||||||||||||||||||||||||||||
Delivery of Documents to Shareholders Sharing an Address | 72 | ||||||||||||||||||||||||||||||
Appendix A: Textron Inc. 2024 Long-Term Incentive Plan | A-1 | ||||||||||||||||||||||||||||||
Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which may describe strategies, goals, outlook or other non-historical matters, are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward- looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. Risks and uncertainties that could cause our actual results to differ significantly from management's expectations are described in our 2023 Annual Report on Form 10-K. In addition, our environmental, social and governance goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met.
VI TEXTRON 2024 PROXY STATEMENT
TEXTRON INC. 2024 ANNUAL MEETING OF SHAREHOLDERS
ATTENDING THE MEETING
This proxy statement, which is first being made available to shareholders on or about March 7, 2024, is furnished in connection with the solicitation by the Board of Directors of Textron Inc. of proxies to be voted at the annual meeting of shareholders to be held on April 24, 2024, at 11:00 a.m. Eastern Time virtually via a live audio webcast and at any adjournments or postponements thereof. Shareholders will be able to attend the Annual Meeting, vote their shares and submit questions during the meeting at www.virtualshareholdermeeting.com/TXT2024.
The live audio webcast of the Annual Meeting will begin promptly at 11:00 a.m. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device's audio system. We encourage you to access the meeting in advance of the designated start time.
To be admitted to the Annual Meeting virtually, you will need to log in to www.virtualshareholdermeeting.com/TXT2024 using the 16-digit control number found on the proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials or email, as applicable, sent or made available to shareholders entitled to vote at the Annual Meeting. Shareholders whose shares are held in street name and whose voting instruction form or Notice of Internet Availability does not indicate that their shares may be voted through the www.proxyvote.com website should contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a "legal proxy" in order to be able to attend, participate in or vote at the Annual Meeting.
SHAREHOLDERS WHO MAY VOTE
All shareholders of record at the close of business on February 26, 2024 will be entitled to vote. As of February 26, 2024, Textron had outstanding 192,386,946 shares of common stock, each of which is entitled to one vote with respect to each matter to be voted upon at the meeting. Proxies are solicited to give all shareholders who are entitled to vote on the matters that come before the meeting the opportunity to do so whether or not they attend the meeting.
VOTING RECOMMENDATION
The Board of Directors recommends that shareholders vote as follows:
Voting Recommendation | ||
Item 1 | To elect the ten director nominees named in the proxy statement to hold office until the next | "FOR" each of the |
annual shareholders' meeting; | director nominees | |
Item 2 | To approve the proposed Textron Inc. 2024 Long-Term Incentive Plan; | "FOR" |
Item 3 | To approve Textron's executive compensation on an advisory basis; | "FOR" |
Item 4 | To ratify the appointment by the Audit Committee of Ernst & Young LLP as Textron's | "FOR" |
independent registered public accounting firm for 2024; | ||
Item 5 | Shareholder Proposal regarding Independent Board Chairman. | "AGAINST" |
TEXTRON 2024 PROXY STATEMENT 1 | ||
ELECTION OF DIRECTORS
BOARD MEMBERSHIP QUALIFICATIONS
The Board of Directors believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of backgrounds necessary to oversee the Company's business. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board's overall composition and the Company's current and future needs. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board's membership criteria which are developed and recommended to the Board by the Nominating and Corporate Governance Committee. All of our current Board members share certain qualifications and attributes consistent with these criteria, which are set forth in the Company's Corporate Governance Guidelines and Policies and are summarized below:
Board Membership Criteria
Exemplary personal ethics and | Core business competencies of | Financial literacy and a history of | ||
high achievement and a record | making good business decisions | |||
integrity | ||||
of success | and exposure to best practices | |||
Enthusiasm for Textron and | Strong communications skills | Interpersonal skills that | ||
sufficient time to be fully | and confidence to ask tough | maximize group dynamics, | ||
engaged | questions | including respect for others | ||
Specific skills and experience aligned with Textron's strategic direction and operating challenges and that complement the overall composition of the Board
NOMINEES FOR DIRECTOR
At the 2024 annual meeting, ten directors are to be elected to hold office until the 2025 annual meeting and until their successors have been elected and qualified. All ten nominees are currently Textron directors. Mr. Garrett was appointed as a director by the Board following the 2023 Annual Meeting of Shareholders, effective July 1, 2023. Mr. Garrett was recommended by a third-party search firm and then evaluated and interviewed by members of the Nominating and Corporate Governance Committee, as well as most other members of the Board, prior to his appointment. The search firm assisted the Company in identifying and evaluating director candidates for a fee paid by the Company. It is the intention of the persons named as proxies for the Annual Meeting, unless otherwise instructed, to vote "for" each of the directors who have been nominated for election. If any director nominee is unable or unwilling to serve as a nominee at the time of the Annual Meeting, the persons named as proxies will vote for the balance of the nominees and may vote for a substitute nominee.
Our Nominating and Corporate Governance Committee and our Board have determined that each of our nominees has the experience, attributes and skills needed to collectively comprise an effective and well-functioning Board. Textron's directors have experience with businesses that operate in industries in which Textron operates or that involve skills that are integral to Textron's operations.
- TEXTRON 2024 PROXY STATEMENT
Our director nominees offer an effective mix of relevant experience and skills, as illustrate below (by percentage of board members):
Director Experience and Skills
Although the Nominating and Corporate Governance Committee does not have a formal policy for considering diversity in identifying nominees for director, it seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives. Increasing the diversity of the Board, including with respect to gender and racial/ethnic diversity, is a significant focus in developing the pool from which we identify qualified director candidates, and the Committee has advised its third-party search firm that it prioritizes enhancing the Board's diversity. The Board assesses its effectiveness in this regard as part of its refreshment process.
Our Board nominees provide diverse and independent oversight, with director tenure that balances institutional knowledge with fresh perspectives, as illustrated below:
Independence of | Diversity of | Average Tenure of |
Directors | Directors | Directors |
TEXTRON 2024 PROXY STATEMENT 3
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Textron Inc. published this content on 07 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2024 15:28:21 UTC.