HONEYWELL INTERNATIONAL INC. | Right To Act By Written Consent at HONEYWELL INTERNATIONAL INC.

Status
Filed
Previous AGM date
Resolution details
Company ticker
HON
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
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 take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. This proposal topic won 42% shareholder support at an earlier HON annual meeting without any special effort by the proponent. Meanwhile HON made a special effort to keep the vote from exceeding 50%. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when Honeywell International (HON) underperforms. The following challenging 2025 news reports on HON make it more important to adopt this proposal without delay: A Bank of America analyst issued a rare double downgrade on Honeywell's stock from "Buy" to "Sell," citing limited 2026 earnings growth and weak trading performance of the newly spun-off Solstice Advanced Materials (November 2025). Honeywell's shares faced rough waters, dropping significantly throughout 2025 and sitting nearly 15% below where they started the year as of mid-November, lagging behind its peers. Morningstar DBRS and Fitch Ratings placed Honeywell's credit ratings on "Under Review with Negative Implications" or "Rating Watch Negative" following the announcement of its plan to separate the Aerospace and Automation businesses. This reflected uncertainty regarding the company's future capital structure, financial policy, and debt levels after the spin-offs (February 2025). In Q3 2025, the Energy and Sustainability Solutions segment was the company's worst performer, with a 2% organic sales decline, primarily due to challenges and a 13% sales fall in its Honeywell UOP unit. The Industrial Automation segment also faced cost inflation crimping margins and expected low single-digit losses for the full year 2025. HON reported significant liabilities, including $1.3 billion in net asbestos liabilities and $747 million in environmental liabilities, prompting a liability management reorganization proposal to manage these legacy issues (March 31, 2025).

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