8-K
Honeywell International Inc (HON)
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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 – May 19, 2023
(Date of earliest event reported)
HONEYWELL INTERNATIONAL INC.
(Exact name of Registrant as specified in its Charter)
| Delaware | 1-8974 | 22-2640650 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission File Number) | (I.R.S. Employer Identification<br>Number) |
855 S. MINT STREET, CHARLOTTE, NC..................................................28202
............(Address of principal executive offices)......................................................(Zip Code)
Registrant’s telephone number, including area code: (704) 627-6200
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:
| ☐ | 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 each exchange on which registered |
|---|---|---|
| Common Stock, par value $1 per share | HON | The Nasdaq Stock Market LLC |
| 0.000% Senior Notes due 2024 | HON 24A | The Nasdaq Stock Market LLC |
| 2.250% Senior Notes due 2028 | HON 28A | The Nasdaq Stock Market LLC |
| 0.750% Senior Notes due 2032 | HON 32 | The Nasdaq Stock Market LLC |
| 4.125% Senior Notes due 2034 | HON 34 | The Nasdaq Stock Market LLC |
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
| Honeywell International Inc. (the “Company”) held its Annual Meeting of Shareowners on May 19, 2023. The following matters set forth in our Proxy Statement dated April 6, 2023 (the “2023 Proxy Statement”), which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, were voted upon with the results indicated below. | ||||
|---|---|---|---|---|
| 1.The nominees listed below were elected directors with the respective votes set forth opposite their names: | ||||
| --- | --- | --- | --- | |
| For | Against | Abstain | Broker<br>Non Votes | |
| Darius Adamczyk | 484,675,139 | 21,205,238 | 1,299,929 | 69,871,500 |
| Duncan B. Angove | 499,109,827 | 6,596,513 | 1,473,966 | 69,871,500 |
| William S. Ayer | 495,003,067 | 10,773,215 | 1,404,024 | 69,871,500 |
| Kevin Burke | 487,697,305 | 18,044,271 | 1,438,730 | 69,871,500 |
| D. Scott Davis | 472,139,983 | 33,692,810 | 1,347,513 | 69,871,500 |
| Deborah Flint | 500,022,583 | 5,912,606 | 1,245,117 | 69,871,500 |
| Vimal Kapur | 496,063,371 | 9,791,906 | 1,325,029 | 69,871,500 |
| Rose Lee | 499,321,969 | 6,595,120 | 1,263,217 | 69,871,500 |
| Grace D. Lieblein | 490,479,502 | 15,423,359 | 1,277,445 | 69,871,500 |
| Robin L. Washington | 476,995,988 | 28,890,801 | 1,293,517 | 69,871,500 |
| Robin Watson | 502,560,101 | 3,238,399 | 1,381,806 | 69,871,500 |
| 2.The voting results on a non-binding advisory vote on the frequency of the advisory vote on executive compensation are set forth below: | ||||
| --- | --- | --- | ||
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non Votes |
| 495,487,503 | 2,514,133 | 7,366,954 | 1,811,716 | 69,871,500 |
| 3.The shareowners approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2023 Proxy Statement. The voting results are set forth below: | ||||
| --- | --- | --- | --- | |
| For | Against | Abstain | Broker Non Votes | |
| 472,760,325 | 31,290,276 | 3,129,705 | 69,871,500 | |
| 4.The shareowners approved the appointment of Deloitte & Touche LLP as independent accountants for 2023. The voting results are set forth below: | ||||
| --- | --- | --- | ||
| For | Against | Abstain | ||
| 570,857,759 | 4,571,498 | 1,622,549 | ||
| 5.The shareowners did not approve the shareowner proposal titled “Independent Board Chair.” The voting results are set forth below: | ||||
| --- | --- | --- | --- | |
| For | Against | Abstain | Broker Non Votes | |
| 225,018,167 | 279,355,774 | 2,806,365 | 69,871,500 | |
| 6.The shareowners did not approve the shareowner proposal titled “Environmental and Health Impact Report.” The voting results are set forth below: | ||||
| --- | --- | --- | ||
| For | Against | Abstain | Broker Non Votes | |
| 64,977,227 | 433,196,545 | 9,006,534 | 69,871,500 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | May 23, 2023 | HONEYWELL INTERNATIONAL INC. |
|---|---|---|
| By: /s/ Victor J. Miller | ||
| Victor J. Miller | ||
| Vice President, Deputy General Counsel, Corporate<br>Secretary and Chief Compliance Officer |