Honeywell International Inc. · NASDAQ:HON
Honeywell International — Shareholder Meeting (April 2022)
22 slides from Honeywell International's shareholder meeting presentation, Apr 11, 2022
Slide 1: 2022 Shareowner Engagement April 2022
2022 SHAREOWNER ENGAGEMENT APRIL 2022 0
Slide 2: Proposal 1 – Election of Directors
Proposal 1 – Election of Directors Board Recommendation: FOR each nominee Diverse, Independent, and Highly-Qualified Board ü 9 of 10 nominees are independent ü 4 of 10 of nominees are women ü 5 of 10 of nominees are ethnically or racially diverse ü 1 of 3 committees are chaired by women ü 7 of 10 di
Slide 3: Proposal 2 – Advisory Vote to Approve Executive Compensation
Proposal 2 – Advisory Vote to Approve Executive Compensation Board Recommendation: FOR Pay-For-Performance ü Executive compensation program designed to link pay with performance ü 92%+ Say-on-Pay over the last 5 years ü Performance-based compensation represents 91% of CEO pay and 86% of pay for othe
Slide 4: 2021 NEO Compensation
2021 NEO COMPENSATION Annual 2021-2023 Restricted Total Annual Base Incentive Performance Stock Stock Direct NEO Position Salary Plan (ICP) Plan Units Options Units Compensation Darius Adamczyk Chairman and CEO $1,675,616 $ 3,910,000 $ 7,502,309 $ 5,248,350 $ 2,229,920 $ 20,566,195 Gregory P. Lewis
Slide 5: Compensation Decisions Due to COVID Impact
COMPENSATION DECISIONS DUE TO COVID IMPACT • 2020: No merit increases, 10% base salary upon onset of COVID impact, below target ICP payouts (90% for corporate officers), no change to 2018- 2020 PSUs despite payouts being negatively impacted by an average of over 25% across the business units vs. pre
Slide 6: CEO Compensation Aligned to Results
CEO COMPENSATION ALIGNED TO RESULTS CEO PAY AND TOTAL SHAREHOLDER RETURN CUMULATIVE TOTAL RETURN ON INVESTED CEO granted pay trends versus value of a $100 investment made on the first day SHAREHOLDER RETURN CAPITAL of the five-year period 15.9% 108% (2) (1) Pay Indexed TSR (3) 10.1% 24 pts (3) 39 pt
Slide 7: Proxy Advisor Report Commentary – Say-on-Pay
PROXY ADVISOR REPORT COMMENTARY Proposal 2 – Say-on-Pay GLASS LEWIS • Recommended vote “FOR” management’s Say-on-Pay resolution. • Noted that the “Company has provided a robust discussion of the potential actions the committee considered, as well as the contextual factors that influenced the decisio
Slide 8: 2022 Shareowner Proposals Overview
2022 SHAREOWNER PROPOSALS OVERVIEW SH Proposal: Special Shareholder Meeting Rationale for ‘Against’ Vote: Improvement • Honeywell has lowered the threshold for calling a special shareowner meeting to 15%. • Request to lower the threshold for shareowners to • 15% threshold is the same or lower than 8
Slide 9: Shareowner Proposal: Special Shareowner Meeting Improvement
Proposal 4 - Shareowner Proposal: Special Shareowner Meeting Improvement Board Recommendation: AGAINST PROPOSAL: Give owners of a combined 10% of Honeywell outstanding common stock the power to call a special shareholder meeting. RATIONALE FOR THE BOARD’S RECOMMENDATION: Shareowners holding 15% of H
Slide 10: Committed to Governance Best Practices
COMMITTED TO GOVERNANCE BEST PRACTICES Year Enhancement Year Enhancement • Enhancements to political contributions disclosure, including disclosure of • Published Supplier Code of Business Conduct. >$50K trade association memberships. 2016 • Initiated significant changes to our executive compensatio
Slide 11: Proxy Advisor Report Commentary – Special Shareholder Meeting
PROXY ADVISOR REPORT COMMENTARY Proposal 4 – Special Shareholder Meeting Improvement GLASS LEWIS • Recommended vote “AGAINST” proponent’s resolution. • In order to prevent abuse and waste of corporate resources by a very small minority of shareowners, shareowners representing at least a sizable mino
Slide 12: Shareowner Proposal: Climate Lobbying Report
Proposal 5 - Shareowner Proposal: Climate Lobbying Report Board Recommendation: AGAINST PROPOSAL: Request that the Board conduct an evaluation and issue a report describing if, and how, Honeywell’s lobbying activities (direct and through trade associations and other organizations) align with the goa
Slide 13: Climate Lobbying Report Highlights
CLIMATE LOBBYING REPORT HIGHLIGHTS • Scope of Review: Assessed the 16 trade associations that received annual membership dues of $50,000 or greater from Honeywell to assess alignment with Honeywell’s sustainability objectives. We did not assess 527s and other such organizations that focus on electin
Slide 14: Proxy Advisor Report Commentary – Climate Lobbying Report
PROXY ADVISOR REPORT COMMENTARY Proposal 5 – Climate Lobbying Report GLASS LEWIS • Recommended vote “AGAINST” proponent’s resolution. • The Company’s Climate Lobbying report (the Report) sufficiently satisfies the proponent’s proposal. • The Company’s disclosures on how its lobbying activities align
Slide 15: Shareowner Proposal: Environmental and Social Due Diligence
Proposal 6 - Shareowner Proposal: Environmental and Social Due Diligence Board Recommendation: AGAINST PROPOSAL: Request for report on Honeywell’s due diligence process to identify and address environmental and social risks related to emissions, spills, or discharges from Honeywell’s operations and
Slide 16: Responsible Management
RESPONSIBLE MANAGEMENT Current Operations | Robust Management System Legacy Sites | Responsible Remediation • Proactive approach to complex remediation challenges. • World-class health, safety, and environmental management system that is built into the operating system at every site. § >$4B spent ov
Slide 17: Responsible Remediation and Restoration
RESPONSIBLE REMEDIATION AND RESTORATION Buffalo River Baltimore, MD Onondaga Lake Jersey City, NJ • Considered “functionally dead” after • Home to a chemical plant for more • Known as the “Most Polluted Lake • 95-acre waste site formerly used for more than 100 years of than 140 years, leaving 18 acr
Slide 18: Proxy Advisor Report Commentary – Environmental Due Diligence
PROXY ADVISOR REPORT COMMENTARY Proposal 6 – Report On Environmental Due Diligence GLASS LEWIS • Recommended vote “AGAINST” proponent’s resolution. • Honeywell’s report on Due Diligence Processes to Identify and Address Environmental and Social Risk (the Report) sufficiently satisfies the proponent’
Slide 19: Appendix
APPENDIX Honeywell
Slide 20: Additional Details Regarding Certain Environmental Matters (1)
ADDITIONAL DETAILS REGARDING CERTAIN ENVIRONMENTAL MATTERS (1) • The statements submitted in support of the proponent’s proposal (the Proponent’s Statements) do not appropriately represent the performance or risk profile of Honeywell’s current operations under its current management system. § Over t
Slide 21: Additional Details Regarding Certain Environmental Matters (2)
ADDITIONAL DETAILS REGARDING CERTAIN ENVIRONMENTAL MATTERS (2) • Additional information regarding sites mentioned in the Proponent’s Statements: § The Proponent’s Statements ascribe negative intentions relative to Honeywell’s support of NY state’s designation of a Tonawanda, NY site as a Brownfield
Slide 22: 2022 Shareowner Engagement – April 2022 21
2022 Shareowner Engagement – April 2022 21
Honeywell International — Shareholder Meeting (April 2022) on 6ix