Honeywell International (HON) Proxy filing summary

Executive summary

• 2025 was a pivotal year, marked by the spin-off of Solstice Advanced Materials and the announcement of plans to separate into three public companies: Honeywell, Honeywell Aerospace, and Solstice Advanced Materials, with the Aerospace spin-off expected in Q3 2026.

• Achieved 8% reported and 7% organic sales growth, with double-digit growth in Aerospace Technologies and significant acceleration in Building Automation.

• Deployed $10B in capital, including $2.2B for acquisitions, and generated $5.1B in free cash flow with a 13.5% margin.

• Leadership changes included new appointments for key business segments and board refreshment to align with strategic transformation.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 12 directors, advisory approval of executive compensation, ratification of Deloitte as independent accountants, a reverse stock split proposal, and a shareholder proposal on written consent rights.

• Board recommends voting for all management proposals and against the shareholder proposal on written consent.

Board of directors and corporate governance

• Board comprises 12 nominees, 11 of whom are independent, with strong diversity in gender and ethnicity.

• Board refreshment included the addition of Indra K. Nooyi and Marc Steinberg; several directors will transition to the Aerospace board post-spin.

• Robust governance practices include annual board self-assessments, director stock ownership guidelines, and a 15% threshold for shareholders to call special meetings.

• Committees: Audit, Corporate Governance and Responsibility, and Management Development and Compensation, all chaired by independent directors.