HONEYWELL INTERNATIONAL INC. | Independent board chairman at HONEYWELL INTERNATIONAL INC.

Status
44.61% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
HON
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy and amend the governing documents as necessary
in order that 2 separate people hold the office of the Chairman and the office of the CEO.
Supporting statement
The following proposal was submitted for inclusion in this Proxy Statement by John Chevedden (the beneficial owner of 50 shares of common stock).

Shareholders request that the Board of Directors adopt an enduring policy and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO. Whenever possible, the Chairman of the Board shall be an Independent Director. The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board. Although it is best practice to adopt this proposal soon, this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition. This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. This proposal topic won nearly 40% support at a previous Honeywell annual meeting. This was in spite of the fact that management then claimed a 490% total shareholder return over a period of time. By contrast now, Honeywell stock has been on a downhill trend since its $230 price in August 2021. Honeywell has set up a lead director position where the Lead Director did not set Board agendas, could only edit the written information provided to the Board and could not call a special Board meeting. Honeywell Lead Director, Mr. Scott Davis, with 17-years Honeywell director tenure violates the most important attribute of a Lead Director – independence. As director tenure goes up director independence goes down. Mr. Davis received the most against votes of any Honeywell director in 2022. And management pay was rejected by 38% of shares in 2022 which suggested that Mr. Davis was blindsided by this negative outcome. The ascending complexities of a conglomerate with $120 Billion in market capitalization, like Honeywell, increasingly demands that 2 persons fill the 2 most important jobs at Honeywell on an enduring basis – Chairman and CEO.

How other organisations have declared their voting intentions

Organisation nameDeclared voting intentionsRationale
Rothschild & co Asset ManagementFor

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.