8-KShareholder Matters

HONEYWELL INTERNATIONAL INC 8-K Report, Shareholder Vote Results (Apr 26, 2010)

Filed April 26, 2010For Securities:HONHONIV

Summary

This Form 8-K filing from Honeywell International Inc. (HON) reports the outcomes of its Annual Shareowner Meeting held on April 26, 2010. The primary focus for investors is the overwhelming approval of key corporate governance matters and the re-election of all director nominees. Notably, the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2010 received strong support. Furthermore, an amendment to the company's Certificate of Incorporation to lower the ownership threshold for calling special meetings was also approved by shareholders. Shareholders also provided an advisory vote on executive compensation, which passed with a majority of affirmative votes. However, several shareowner proposals, including those concerning action by written consent, an independent Chairman, and policies on human rights, did not garner sufficient support for approval. These results indicate strong shareholder confidence in the current board and management, while also highlighting areas where shareholder sentiment was divided or against certain proposals.

Key Highlights

  • 1All incumbent director nominees were elected to the Board of Directors with substantial 'FOR' votes.
  • 2PricewaterhouseCoopers LLP was approved as the independent registered public accounting firm for 2010 with a large majority of shareholder support.
  • 3An amendment to the Certificate of Incorporation to lower the minimum ownership threshold for shareowners to call a special meeting was approved.
  • 4Shareholders approved, on an advisory basis, the company's executive compensation.
  • 5A shareowner proposal seeking the ability for shareowner action by written consent was not approved.
  • 6A shareowner proposal requesting an independent Chairman was not approved.
  • 7A shareowner proposal related to developing and adopting policies on human rights did not receive majority approval.

Frequently Asked Questions

The main outcomes were the re-election of all director nominees, the approval of PricewaterhouseCoopers LLP as the independent auditor, and the approval of an amendment to the Certificate of Incorporation regarding special meetings. Shareholders also provided an advisory vote on executive compensation, which was approved. Several shareowner-initiated proposals did not pass.

Yes, shareholders approved an amendment to the Amended and Restated Certificate of Incorporation that lowers the minimum ownership threshold of outstanding shares required for shareowners to be able to call a special meeting. This could empower shareholders with smaller stakes to initiate special meetings.

Yes, the advisory vote on executive compensation was approved by shareholders, indicating general support for the company's compensation practices at the time.

Three shareowner proposals did not receive majority approval: one regarding shareowner action by written consent, another concerning an independent Chairman, and a third related to developing and adopting policies on human rights.