Previous Page  3 / 72 Next Page
Information
Show Menu
Previous Page 3 / 72 Next Page
Page Background

TEXTRON 2017 PROXY STATEMENT

1

Date and Time

Wednesday, April 26, 2017

11:00 a.m. Eastern Daylight Time

Place

&RPSDQ\·V SULQFLSDO H[HFXWLYH RIÀFH

40 Westminster Street

Providence, Rhode Island

NOTICE OF ANNUAL MEETING

To the Shareholders of Textron Inc.:

The 2017 annual meeting of shareholders of Textron Inc. will be held on Wednesday, April 26, 2017, at 11:00 a.m. at the

&RPSDQ\¶V SULQFLSDO H[HFXWLYH RI¿FH ORFDWHG DW

:HVWPLQVWHU 6WUHHW 3URYLGHQFH 5KRGH ,VODQG IRU WKH IROORZLQJ SXUSRVHV

7R HOHFW WKH HOHYHQ GLUHFWRU QRPLQHHV QDPHG LQ WKH SUR[\ VWDWHPHQW WR KROG RI¿FH XQWLO WKH QH[W DQQXDO VKDUHKROGHUV¶ PHHWLQJ

7R DSSURYH WKH 7H[WURQ ,QF 6KRUW 7HUP ,QFHQWLYH 3ODQ

7R DSSURYH 7H[WURQ¶V H[HFXWLYH FRPSHQVDWLRQ RQ DQ DGYLVRU\ EDVLV

4. To vote on the frequency of future advisory votes on executive

FRPSHQVDWLRQ RQ DQ DGYLVRU\ EDVLV

5. To ratify the appointment by the Audit Committee of Ernst & Young LLP

DV 7H[WURQ¶V LQGHSHQGHQW UHJLVWHUHG SXEOLF DFFRXQWLQJ ¿UP IRU

6. If properly presented at the meeting, to consider and act upon a

shareholder proposal set forth at page 53 in the accompanying proxy

VWDWHPHQW ZKLFK LV RSSRVHG E\ WKH %RDUG RI 'LUHFWRUV DQG

7. To transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting.

You are entitled to vote all shares of common stock registered in your name at the close of business on February 27, 2017.

If your shares are held in the name of your broker or bank and you wish to attend the meeting in person and vote your shares,

your broker or bank must issue to you a proxy covering your shares.

As permitted by the rules of the Securities and Exchange Commission, we are making our proxy materials available to

shareholders primarily via the Internet, rather than mailing printed copies of these materials to shareholders. On March 6, 2017,

we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions

on how to access and review our proxy materials, including our Proxy Statement and the Annual Report to Shareholders, and

vote online. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the annual meeting,

and help conserve natural resources. If you received a Notice by mail, you will not receive a printed copy of the proxy materials

unless you request one. If you would prefer to receive printed proxy materials, please follow the instructions included in the

Notice. Shareholders who requested paper copies of the proxy materials or previously elected to receive our proxy materials

electronically did not receive the Notice and will receive the proxy materials in the format requested.

Whether or not you plan to attend the meeting, we urge you to cast your vote as soon as possible so that your shares

may be represented at the meeting. You may vote your shares via the Internet or by telephone by following the

instructions included on the Notice. Alternatively, if you received paper copies of the proxy materials by mail, you

can also vote by mail by following the instructions on the proxy card.

A list of shareholders entitled to vote at the 2017 annual meeting will be open to examination by any shareholder, for any

SXUSRVH JHUPDQH WR WKH PHHWLQJ IRU WHQ GD\V SULRU WR WKH PHHWLQJ DW 7H[WURQ¶V SULQFLSDO H[HFXWLYH RI¿FH :HVWPLQVWHU 6WUHHW

Providence, Rhode Island 02903.

By order of the Board of Directors,

E. Robert Lupone

Executive Vice President, General Counsel and Secretary

Providence, Rhode Island

March 6, 2017