What were the main outcomes of Honeywell's Annual Meeting of Shareowners on April 28, 2014?

The meeting saw the overwhelming election of all director nominees and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Shareholders also approved the executive compensation on an advisory basis. However, several shareholder proposals related to corporate governance, including an independent board chairman and actions by written consent, did not pass.

Were there any proposals that shareholders voted against?

Yes, shareholders voted against several proposals. These include establishing an independent board chairman, allowing shareholders to act by written consent, eliminating accelerated vesting upon a change in control, and the company's political lobbying and contributions.

How did shareholders vote on executive compensation?

Shareholders voted on a non-binding advisory basis to approve the compensation of the company's named executive officers. The proposal received support from 91.19% of the votes cast.

What is the significance of the broker non-votes?

Broker non-votes represent shares held in 'street name' by brokers or banks that did not receive voting instructions from the beneficial owner. These votes are not counted as 'for' or 'against' a particular proposal, but their presence indicates a substantial number of shares held by beneficial owners who may not have actively participated in certain votes, particularly on the shareholder-proposed governance items.

HON/HONIV 8-K: Shareholder Matters

Summary

This 8-K filing from Honeywell International Inc. (HON), dated April 28, 2014, reports the outcomes of its Annual Meeting of Shareowners held on the same day. The primary focus of this report is the voting results on various proposals, including the election of directors, ratification of the independent auditor, and advisory votes on executive compensation and several corporate governance matters. All director nominees were overwhelmingly elected, and PricewaterhouseCoopers LLP was approved as the independent accountant for 2014. However, the meeting also revealed a lack of shareholder approval for several governance-related proposals. These include the establishment of an independent board chairman, the right for shareholders to act by written consent, the elimination of accelerated vesting in change-of-control situations, and the company's political lobbying and contributions. These results suggest a divergence between management's recommendations and shareholder sentiment on these specific governance issues.

Key Highlights

1All director nominees presented at the Annual Meeting of Shareowners were overwhelmingly elected, with support ranging from approximately 91.45% to 99.20% of votes cast.
2PricewaterhouseCoopers LLP was ratified as Honeywell's independent registered public accounting firm for the fiscal year 2014 with strong shareholder approval (98.65% 'For').
3Shareholders provided advisory approval for the compensation of the company's named executive officers, with 91.19% voting in favor.
4A proposal to have an independent board chairman was not approved by shareholders, with 51.13% voting against it.
5Shareholders did not approve proposals concerning the right to act by written consent (62.17% against) and the elimination of accelerated vesting in a change of control (70.93% against).
6A proposal regarding political lobbying and contributions also failed to gain shareholder approval, with 51.71% voting against it.

HONEYWELL INTERNATIONAL INC 8-K Report, Shareholder Vote Results (Apr 28, 2014)

Summary

Key Highlights

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