Honeywell International (HON) Proxy filing summary

Executive summary

• Announced and completed major portfolio transformations, including the spin-off of Solstice Advanced Materials in October 2025 and the planned Honeywell Aerospace spin-off expected by June 29, 2026.

• Ongoing sales of Productivity Solutions and Services and Warehouse and Workflow Solutions businesses, expected to close in the second half of 2026.

• Quantinuum filed for a proposed IPO, with timing and terms subject to market conditions.

• RemainCo segment realignment streamlines operations into three segments post-Aerospace separation, focusing on automation and autonomy.

Voting matters and shareholder proposals

• Shareholders will vote on the election of directors, advisory approval of executive compensation, approval of independent accountants, a reverse stock split, and a shareholder proposal regarding written consent rights.

• Board recommends voting FOR all management proposals and AGAINST the shareholder proposal on written consent.

• The reverse stock split proposes a 1-for-2 ratio to adjust share price post-Aerospace spin-off.

• Shareholder proposal to allow action by written consent is opposed by the board, citing existing rights and governance practices.

Board of directors and corporate governance

• Board comprises 12 directors, 11 of whom are independent, with significant diversity in gender and ethnicity.

• Several directors are anticipated to join the Aerospace Board after the spin-off.

• Honeywell Aerospace's anticipated board includes leaders with deep industry and governance experience.

• Board committees are chaired by experienced leaders, ensuring strong oversight.