2018 Proxy Statement

11 TEXTRON 2018 PROXY STATEMENT MEETING ATTENDANCE During 2017, the Board of Directors held six regular meetings and one special meeting. Directors are expected to regularly attend Board meetings and meetings of committees on which they serve, as well as the annual meeting of shareholders. Each director attended at least 75% of the total number of Board and applicable committee meetings. All director nominees attended the 2017 annual meeting of shareholders. OTHER DIRECTORSHIPS Textron’s Corporate Governance Guidelines and Policies were revised in July 2017 to decrease the number of other SXEOLF FRPSDQ\ ERDUGV RQ ZKLFK QRQ PDQDJHPHQW GLUHFWRUV PD\ VHUYH IURP ¿YH WR IRXU LQ WKH FDVH RI D GLUHFWRU ZKR LV QRW D SXEOLF FRPSDQ\ FKLHI H[HFXWLYH RI¿FHU DQG IURP WKUHH WR WZR LQ WKH FDVH RI D GLUHFWRU ZKR LV D FKLHI H[HFXWLYH RI¿FHU RI D SXEOLF FRPSDQ\ BOARD COMMITTEES EXECUTIVE COMMITTEE Textron’s Board maintains an Executive Committee which has the power, between meetings of the Board of Directors, to H[HUFLVH DOO RI WKH SRZHUV RI WKH IXOO %RDUG H[FHSW DV VSHFL¿FDOO\ OLPLWHG E\ 7H[WURQ¶V $PHQGHG DQG 5HVWDWHG %\ /DZV DQG Delaware law. Currently, Mr. Donnelly, Ms. Bader, Mr. Clark and Mr. Trotter comprise the Executive Committee, which did not meet during 2017. AUDIT COMMITTEE The Audit Committee pursuant to its charter, as amended in December 2017, assists the Board of Directors with its RYHUVLJKW RI L WKH LQWHJULW\ RI 7H[WURQ¶V ¿QDQFLDO VWDWHPHQWV LL 7H[WURQ¶V FRPSOLDQFH ZLWK OHJDO DQG UHJXODWRU\ UHTXLUHPHQWV LLL WKH LQGHSHQGHQW DXGLWRU¶V TXDOL¿FDWLRQV DQG LQGHSHQGHQFH LY WKH SHUIRUPDQFH RI 7H[WURQ¶V LQWHUQDO DXGLW IXQFWLRQ and independent auditor, and (v) risk management. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of Textron’s independent auditors. A copy of the charter is posted on Textron’s website, www.textron.com , under “Investors—Corporate Governance—Committee Charters,” and is also available in print upon request to Textron’s Secretary. The following seven independent directors presently comprise the committee: Mr. Clark (Chair), Mr. Conway, Mr. Evans, Mr. Gagné, Mr. Heath, Ms. James and Mr. Ziemer. The Board has determined that each PHPEHU RI WKH FRPPLWWHH LV LQGHSHQGHQW DV GH¿QHG IRU DXGLW FRPPLWWHH PHPEHUV LQ WKH OLVWLQJ VWDQGDUGV RI WKH 1HZ <RUN Stock Exchange. No member of the committee simultaneously serves on the audit committees of more than three public companies. The Board of Directors has determined that Mr. Clark, Mr. Evans, Mr. Gagné, Mr. Heath and Mr. Ziemer each DUH ³DXGLW FRPPLWWHH ¿QDQFLDO H[SHUWV´ XQGHU WKH FULWHULD DGRSWHG E\ WKH 6HFXULWLHV DQG ([FKDQJH &RPPLVVLRQ 'XULQJ the committee met ten times. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE 7KH 1RPLQDWLQJ DQG &RUSRUDWH *RYHUQDQFH &RPPLWWHH SXUVXDQW WR LWV FKDUWHU DV DPHQGHG LQ 'HFHPEHU L LGHQWL¿HV individuals to become Board members, and recommends that the Board select the director nominees for the next annual meeting of shareholders, (ii) develops and recommends to the Board a set of corporate governance principles applicable to Textron, (iii) oversees the evaluation of the Board and its committees and (iv) makes recommendations on compensation of the Board of Directors. A copy of the committee’s charter is posted on Textron’s website, www.textron.com , under “Investors—Corporate Governance—Committee Charters,” and is also available in print upon request to Textron’s Secretary. In making its recommendations on director nominees to the Board, the committee will consider suggestions regarding possible candidates from a variety of sources, including shareholders. Nominees suggested by shareholders will be communicated to WKH FRPPLWWHH IRU FRQVLGHUDWLRQ LQ WKH FRPPLWWHH¶V VHOHFWLRQ SURFHVV 6KDUHKROGHU UHFRPPHQGHG FDQGLGDWHV DUH HYDOXDWHG XVLQJ WKH VDPH FULWHULD XVHG IRU RWKHU FDQGLGDWHV 7KH FRPPLWWHH DOVR SHULRGLFDOO\ UHWDLQV D WKLUG SDUW\ VHDUFK ¿UP WR DVVLVW LQ WKH LGHQWL¿FDWLRQ DQG HYDOXDWLRQ RI FDQGLGDWHV 7KRXJK WKH FRPPLWWHH GRHV QRW KDYH D IRUPDO SROLF\ IRU FRQVLGHULQJ GLYHUVLW\ LQ identifying nominees for director, it seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives.