Shareowner Proposals > Proposal No. 6: Political Lobbying and Contributions
be best for Honeywell. Studies have shown that forced separation is harmful to shareowners. For example, a review of 41
companies between 2001-2009 found that companies whose Chair and CEO roles were involuntarily separated exhibited
lower future operating performance over 1- and 2-year periods.(1)
Of our 13 directors, all are independent other than the CEO and the COO.
In addition to the strengthening of the Lead Director role, we believe that the following other attributes of our corporate
governance structure should reassure shareowners that there is independent oversight of management and when
appropriate “another voice in the room” to ensure that alternative opinions and views are aired and discussed:
• Our Lead Director and the Chair of our Management Development and Compensation Committee (“MDCC“) spend
considerable time meeting with large shareowners and listening to their concerns, and as evidenced by changes that we
have made to our governance and compensation practices over the past several years, the Board takes very seriously the
feedback it receives from shareowner engagement.
• All but two of our directors are independent under NYSE Listing Standards.
• Since 2012, we have bolstered our Board with the addition of three new independent directors, two of whom are women,
and all of whom have brought a fresh perspective to our Board. See “Identification and Evaluation of Director Candidates,”
in this proxy statement for a discussion of the composition of our Board in terms of diversity.
• Each member of our four principal standing committees is an independent director, and each such committee meets
regularly in executive session without members of management present.
• Independent directors review the CEO’s performance and establish the CEO’s compensation, through processes overseen
by our Management Development and Compensation Committee.
• The Board and its Committees may retain outside legal, financial or other advisors, as appropriate.
These attributes, together with the Lead Director role, ensure that the Board provides effective and independent oversight of
management. As a result, the proposal is unnecessary.
The implementation and expansion of scope of the Lead Director role demonstrate our Board’s willingness to listen to our
large shareowners and implement their suggestions in a way that makes sense for Honeywell.
Our directors and management maintain an active dialogue with our largest shareowners about a range of governance
matters including the important attributes of the Lead Director role. See “Shareowner Outreach and Engagement” in this
proxy statement for a description of our shareowner engagement activities. Most of our large shareowners have told us that
having a lead director structure is sufficient to address their concerns.
For the reasons stated above, your Board of Directors unanimously recommends a vote AGAINST this proposal.
Proposal No. 6: POLITICAL LOBBYING AND CONTRIBUTIONS
This proposal has been submitted by The City of Philadelphia Public Employees Retirement System (co-sponsored with
Mercy Investment Services, Inc.), Sixteenth Floor, Two Penn Center Plaza, Philadelphia, PA 19102-1712 (the beneficial owner
of 37,005 shares of Common Stock).
Whereas, we believe in full disclosure of our company’s direct and indirect lobbying activities and expenditures to assess
whether Honeywell’s lobbying is consistent with Honeywell’s expressed goals and in the best interest of shareowners.
Resolved, the shareowners of Honeywell International Inc. (“Honeywell”) request the preparation of a report, updated
annually, disclosing:
1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
2. Payments by Honeywell used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case
including the amount of the payment and the recipient.
3. Honeywell’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.
4. Description of management’s and the Board’s decision making process and oversight for making payments described in
sections 2 and 3 above.
For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that
(a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the
recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying
engaged in by a trade association or other organization of which Honeywell is a member.
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(1)
Dey, A., Engel, E., & Liu, X. 2011. CEO and Board Chair Roles: To Split or Not to Split? Journal of Corporate Finance.
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Proxy and Notice of Annual Meeting of Shareowners
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2017