8-KCorporate ChangesExhibits & Filings

HONEYWELL INTERNATIONAL INC 8-K Report, Bylaw Amendment (Feb 12, 2016)

Filed February 12, 2016For Securities:HONHONIV

Summary

Honeywell International Inc. filed an 8-K report on February 12, 2016, primarily detailing amendments to its By-laws concerning proxy access provisions. These amendments were made in response to evolving practices and stockholder feedback following the initial implementation of a proxy access by-law in December 2015. The changes aim to refine the process for stockholders who wish to nominate directors. The key adjustments to the By-laws include permitting disclosed third-party compensation for Board nominees, limiting indemnification by nominating stockholders to actions prior to the election of a nominee, and extending the recall period for loaned shares from three to five business days. These modifications reflect Honeywell's commitment to addressing shareholder input while maintaining robust governance practices.

Key Highlights

  • 1Honeywell International Inc. amended its By-laws on February 12, 2016, specifically concerning proxy access provisions.
  • 2The amendments were made to address stockholder feedback and the evolving landscape of proxy access.
  • 3Key changes include allowing disclosed third-party compensation for director nominees.
  • 4Indemnification by nominating stockholders is now limited to actions taken prior to the election of a nominee.
  • 5The recall period for loaned shares has been extended from three to five business days.
  • 6These updates build upon the proxy access by-law initially implemented in December 2015.
  • 7The full amended By-laws and a marked version highlighting changes are filed as exhibits to the 8-K.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce and detail amendments made by Honeywell's Board of Directors to the company's By-laws, specifically related to its proxy access provisions. These changes refine the process for shareholders nominating director candidates.

The By-laws were amended to allow for third-party compensation for director nominees, provided it is disclosed. Additionally, the indemnification obligation for stockholders nominating directors is now restricted to actions before the nominee's election, not after. The period for recalling loaned shares has also been extended from three to five business days.

Honeywell made these changes in response to ongoing developments in proxy access practices and feedback received from its stockholders. The goal was to refine the proxy access mechanism to be more practical and aligned with shareholder interests while maintaining good corporate governance.

The complete amended By-laws, along with a version marked to show all changes from the prior By-laws, are included as Exhibits 3(ii) and 3(iii) to this 8-K filing.