Honeywell International | Independent board chairman at Honeywell International

Status
25.95% votes in favour
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
HON
Lead filer
Individual
Resolution ask
Amend board structure
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
RESOLVED: 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.
Supporting statement
SUPPORTING STATEMENT: 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. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO. This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic. This proposal also won 44% support at the 2023 Honeywell annual meeting. The 44% support is all the more impressive because the 2023 proposal was not properly reproduced in the proxy by Honeywell. Plus the Board of Directors put their hand on the scale and used shareholder money to distribute glossy advertising style materials to shareholders opposing the 2023 proposal. It is important to remember that it takes much more Honeywell shareholder conviction – based on the merits – to vote for this proposal than to simply vote according to the party line of the Honeywell Board of Directors. And Honeywell does not have the best choice for a lead director. Honeywell Lead Director, Mr. Scott Davis, with 18-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 2023. The ascending complexities of a conglomerate with $130 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.

Shareholder proposal submitted by John Chevedden.

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