2018 Proxy Statement

9 TEXTRON 2018 PROXY STATEMENT CORPORATE GOVERNANCE GOVERNANCE HIGHLIGHTS Textron is committed to sound corporate governance practices, including the following: Director Independence • 11 of our 12 current directors and 10 of our 11 director nominees are independent, with our CEO being the only management director. • Our three principal Board committees, the Audit, Nominating and Corporate Governance and Organization and Compensation Committees, are each composed entirely of independent directors. • The independent directors meet regularly in executive session without management present. Independent Lead Director • Recently, the Board updated our Lead Director selection and rotation process. Beginning in April 2018, the independent directors will elect a director from DPRQJ WKHP WR VHUYH DV /HDG 'LUHFWRU JHQHUDOO\ IRU D WKUHH \HDU WHUP ZLWK DQQXDO UDWL¿FDWLRQ • 7KH /HDG 'LUHFWRU LV DVVLJQHG FOHDUO\ GH¿QHG DQG H[SDQVLYH GXWLHV • The Lead Director presides at executive sessions of the independent directors without management present at each regularly scheduled Board meeting. Board Accountability and Practices Shareholder Rights Textron Stock • All directors must stand for election annually and be elected by a majority of votes cast in uncontested elections. • During 2017, each director attended at least 75% of the total number of Board and applicable committee meetings, and all director nominees attended the Annual Meeting of Shareholders. • In 2017, the Board decreased the limit on the number of other public company boards on which our directors may serve. • The Board and each of its three principal committees perform annual VHOI HYDOXDWLRQV • Directors may not stand for reelection after their 75th birthday. • Shareholders holding 25% of our outstanding shares may call a special meeting of shareholders. • 2XU %\ /DZV SURYLGH IRU SUR[\ DFFHVV WR DOORZ HOLJLEOH VKDUHKROGHUV WR LQFOXGH their own director nominees in the Company’s proxy materials. • We have robust stock ownership requirements for both our directors and our senior executives, all of whom currently meet their respective requirements. • Our executives and our directors are prohibited from hedging or pledging Textron securities.