RTX Corporation | Independent Board Chairman at RTX Corporation

Status
Omitted
Previous AGM date
Proposal number
4
Resolution details
Company ticker
RTX
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 as soon as possible. The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long term sustainability and credibility. This may be a particularly good time to consider the merits of this proposal. RTX stock was at $158 in 2020 and at only $158 in late 2025 despite a robust stock market. This proposal topic won 43% shareholder support in 2023 without any special effort by the proponent. Numerous news reports in 2025 reflected unfavorably on RTX. In July 2025, RTX cut its adjusted earnings per share forecast for the year, citing significant costs from U.S. tariffs on aluminum and steel. A 4 week strike at a large Pratt & Whitney factory in mid 2025 contributed to a nearly break even free cash flow for Q2. RTX noted persistent supply chain challenges affecting production. In April 2025, RTX stock fell after revealing that its initial 2025 guidance did not include the potential effects of new tariffs. RTX projected a possible $850 million hit to pre tax operating profit if trade tensions persisted. In May 2025, the U.S. Department of Justice announced that RTX, its former Raytheon segment, and the Nightwing Group would pay to settle False Claims Act allegations charging that the companies failed to comply with federal cybersecurity requirements on Defense Department contracts. RTX’s Pratt & Whitney subsidiary is in the middle of an inspection program for flawed components in geared turbofan engines, which has grounded the operating of 100s of new airliners. In April 2025, RTX announced it would take a $1 billion hit from the Geared Turbofan engine fiasco. It was announced that Pratt & Whitney F 35 engine deliveries would be delayed, postponing resolution of the finalization of new engines.

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