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 – October 7, 2019
(Date of earliest event reported)
HONEYWELL INTERNATIONAL INC.
(Exact name of Registrant as specified in
its charter)
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Delaware
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1-8974
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22-2640650
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
Number)
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300 South Tryon Street, Charlotte, NC
(Address of principal executive offices)
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28202
(Zip Code)
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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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $1 per share*
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HON
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The New York Stock Exchange
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0.650% Senior Notes due 2020
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HON 20
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The New York Stock Exchange
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1.300% Senior Notes due 2023
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HON 23A
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The New York Stock Exchange
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2.250% Senior Notes due 2028
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HON 28A
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The New York Stock Exchange
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* The common stock is also listed on the London Stock Exchange.
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 o
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. o
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ITEM 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On October 7, 2019, Deborah Flint, 52,
chief executive officer of Los Angeles World Airports (LAWA), was appointed to the Board of Directors of Honeywell International
Inc. (the “Company”) as an independent Director, with immediate effect. Ms. Flint will stand for re-election at Honeywell’s
2020 Annual Meeting of Shareowners. She will receive compensation as a non-employee director in accordance with the Company’s
non-employee director compensation practices described in the “Director Compensation” section of the Company’s
Proxy Statement filed with the Securities and Exchange Commission on March 14, 2019, as modified by the amendment to the 2016 Stock
Plan for Non-Employee Directors described in Item 8.01 below.
A copy of the press release issued by the
Company regarding the election of Ms. Flint to its Board of Directors is attached as Exhibit 99.1 to this Current Report on Form
8-K.
The Board of Directors of the Company amended
Schedule A to the Company’s 2016 Stock Plan for Non-Employee Directors. Such amendment is attached as Exhibit 99.2 to this
Current Report on Form 8-K.
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ITEM 9.01
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Financial Statements and Exhibits.
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104
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Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document (included as Exhibit 101)
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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.
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Date: October 7, 2019
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HONEYWELL INTERNATIONAL INC.
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By:
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/s/ Victor J. Miller
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Victor J. Miller
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Vice President, Deputy General Counsel and
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Corporate Secretary
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2019-10-07
2019-10-07
0000773840
us-gaap:CommonStockMember
2019-10-07
2019-10-07
0000773840
hon:EuroNotes65Due2020Member
2019-10-07
2019-10-07
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hon:EuroNotes130Due2023Member
2019-10-07
2019-10-07
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hon:EuroNotes225Due2028Member
2019-10-07
2019-10-07
Exhibit 99.1
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Contacts:
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Media
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Investor Relations
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Nina Krauss
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Mark Bendza
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(704) 627-6035
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(704) 627-6200
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nina.krauss@honeywell.com
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mark.bendza@honeywell.com
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HONEYWELL NAMES
DEBORAH FLINT TO BOARD OF DIRECTORS
CHARLOTTE, N.C., October 7, 2019 -- Honeywell
(NYSE: HON) today announced that its Board of Directors has elected Deborah Flint, 52, chief executive officer of Los Angeles
World Airports (LAWA), to its Board of Directors as an independent Director.
Flint was appointed CEO of LAWA in 2015. LAWA
is a self-supporting department of the City of Los Angeles and owns and operates Los Angeles International (LAX) and Van Nuys (VNY)
general aviation airports. Flint’s responsibilities include managing the comprehensive modernization of LAX, including championing
the use of connected, Internet of Things technologies to manage the airport more efficiently, provide a world-class experience
for travelers, and enhance safety and security. Prior to her leadership at LAWA, Flint held senior roles at the Port of Oakland,
where she honed her management and finance skills over 23 years.
“Deborah brings to the Honeywell Board
of Directors a skillset that supports our strategy of becoming the premier software-industrial company, including innovation and
technology, finance, and operations in many of the verticals we serve,” said Darius Adamczyk, chairman and CEO of Honeywell.
“Her deep experience in areas such as critical infrastructure, connected buildings and advanced security solutions will be
invaluable to Honeywell’s leadership team. Her leadership skills are demonstrated each day at LAX, where she is leading the
largest public works project in the history of the City of Los Angeles and oversees the largest airport police force in the U.S.
We are confident that Deborah’s invaluable expertise and experiences will help advance Honeywell’s ongoing transformation
and the acceleration of our growth in software across our end markets.”
In her current role, Flint oversees more than
$14 billion in contracts. Among the LAX upgrades completed or in progress under Flint’s leadership are several major airfield
and facility improvements, including a state-of-the-art midfield concourse, new taxiways and taxilanes, and major renovations and
infrastructure upgrades in all terminals.
Honeywell (www.honeywell.com) is a Fortune
100 technology company that delivers industry specific solutions that include aerospace products and services; control technologies
for buildings and industry; and performance materials globally. Our technologies help everything from aircraft, buildings, manufacturing
plants, supply chains, and workers become more connected to make our world smarter, safer, and more sustainable. For more news
and information on Honeywell, please visit www.honeywell.com/newsroom.
# # #
Exhibit 99.2
AMENDMENT
TO THE
2016 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
OF HONEYWELL INTERNATIONAL INC.
Pursuant to the authority granted to proper
officers of Honeywell International Inc. (the “Company”) by the Board of Directors on September 27, 2019, the 2016
Stock Plan for Non-Employee Directors of Honeywell International Inc. is hereby amended effective September 27, 2019 by replacing
Schedule A in its entirety with the attached new Schedule A.
HONEYWELL INTERNATIONAL INC.
/s/ Mark James
Mark James
Senior Vice President – Human Resources,
Security
& Communications
Dated: October 7, 2019
“SCHEDULE A
BOARD POLICY FOR NON-EMPLOYEE DIRECTOR
EQUITY AWARDS
Initial Restricted Stock Unit Grant
for New Directors on and after September 27, 2019. Each Eligible Director first elected or appointed to the Board on or after
September 27, 2019 shall receive initial prorated equity grants effective as of the first date the Eligible Director is elected
or appointed to the Board, based on (i) the period beginning on the immediately preceding Annual Meeting of Shareowners (“Annual
Meeting”) date and ending on the next following Annual Meeting date, and (ii) the prorated annual grant value for Stock Options
and Restricted Stock Units for the immediately preceding Annual Meeting (i.e., $50,000 annual value for Stock Options and
$50,000 annual value for Restricted Stock Units for the period between the 2019 and 2020 Annual Meetings, and $50,000 annual value
for Stock Options and $65,000 annual value for Restricted Stock Units for periods after the 2020 Annual Meeting). The number of
Shares subject to this grant shall be determined by dividing the value described in the preceding sentence by the Fair Market Value
as of the grant date and rounding up to the nearest whole Share.
The Stock Options shall have an Exercise
Price equal to the Fair Market Value as of the grant date and shall vest in cumulative installments of 25% on the first anniversary
of the grant date, an additional 25% on the second and third anniversaries of the grant date, and the remaining 25% on the fourth
anniversary of the grant date. The Restricted Stock Units shall vest on the earliest of the Participant’s third anniversary
of the grant date (first anniversary for grants made to new Eligible Directors on or after the 2020 Annual Meeting), the Participant’s
death or disability, or the occurrence of a Change in Control. Except as otherwise provided in an Award Agreement, no Award shall
vest unless the Participant is a director of the Company on the vesting date.
Initial Restricted Stock Unit Grant
for New Directors before September 27, 2019. Each Eligible Director first elected or appointed to the Board before September
27, 2019 shall receive a grant of 3,000 Restricted Stock Units effective as of the first date the Eligible Director is elected
or appointed to the Board. The Restricted Stock Units shall vest on the earliest of the Participant’s fifth anniversary of
continuous service as a director of the Company, the Participant’s death or disability, or the occurrence of a Change in
Control. Except as otherwise provided in an Award Agreement, no Award shall vest unless the Participant is a director of the Company
on the vesting date.
Annual Grants of Stock Options and Restricted
Stock Units. Effective January 1, 2020 and subject to any limitations set forth in the Plan, each Eligible Director who continues
in office following the Annual Meeting shall receive equity grants with a total target value of $115,000. $50,000 of the annual
grant value shall be granted in Stock Options and the remaining $65,000 of the annual grant value shall be granted in Restricted
Stock Units, with the number of Shares subject to each grant determined by dividing the value by the Fair Market Value as of the
date of the Annual Meeting of Shareowners and rounding up to the nearest whole Share.
A grant of Stock Options shall have an
Exercise Price equal to the Fair Market Value as of the date of grant and shall vest in cumulative installments of 25% on the first
anniversary of the date of grant, an additional 25% on the second and third anniversaries of the date of grant, and the remaining
25% on the fourth anniversary of the date of grant. A grant of Restricted Stock Units shall vest on the earliest of the Participant’s
third anniversary of the grant date (first anniversary for grants made on or
after the 2020 Annual Meeting), the Participant’s
death or disability, or the occurrence of a Change in Control. Except as otherwise provided in an Award Agreement, no Award shall
vest unless the Participant is a director of the Company on the vesting date.
Future Changes to Schedule A. Notwithstanding
any provision of the Plan to the contrary or the foregoing provisions of this Board Policy, in no event shall the Board amend this
Board Policy to increase the total target value of the annual grants to Eligible Directors above $300,000, without the approval
of the Company’s shareowners.”