2018 Proxy Statement

51 TEXTRON 2018 PROXY STATEMENT SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT 0U .HQQHWK 6WHLQHU RI 6WRQHU $YH 0 *UHDW 1HFN 1< RZQHU RI DW OHDVW VKDUHV RI RXU FRPPRQ VWRFN KDV given notice of his designation of John Chevedden as his proxy to introduce the following resolution at the annual meeting. The shareholder proposal and supporting statement appear as received by us. Following the shareholder proposal is our response. Proposal 4—Right to Act by Written Consent Resolved, Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law. 7KLV SURSRVDO WRSLF ZRQ PDMRULW\ VKDUHKROGHU VXSSRUW DW PDMRU FRPSDQLHV LQ D VLQJOH \HDU 7KLV LQFOXGHG VXSSRUW DW both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent. Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. Taking action by written consent saves the expense of holding a special shareholder meeting. Our Company now requires 25% of shares to call a special meeting—a higher level than the 10% of shares permitted by Delaware law. Scores of Fortune 500 companies provide for both shareholder rights—to act by written consent and to call a special meeting. Our higher 25% threshold for shareholders to call a special meeting is one more reason that we should KDYH WKH ULJKW WR DFW E\ ZULWWHQ FRQVHQW 7KH IDFW WKDW RXU /HDG 'LUHFWRU FDQQRW FDOO D VSHFLDO PHHWLQJ PD\ EH D UHG ÀDJ that our Board does not believe in the role of a strong Lead Director.) 6KDUHKROGHU ZULWWHQ FRQVHQW DQG VKDUHKROGHU FDOOHG VSHFLDO PHHWLQJV FDQ EH PHDQV WR HOHFW GLUHFWRUV ZLWK EHWWHU TXDOL¿FDWLRQV WKDQ FXUUHQW GLUHFWRUV DIWHU 2XU %RDUG PD\ KDYH D UHIUHVKPHQW SUREOHP ZLWK IRXU GLUHFWRUV KDYLQJ WHQXUH EH\RQG \HDUV 3DXO *DJQp \HDUV /DZUHQFH )LVK \HDUV &KDUOHV 3RZHOO \HDUV .DWKOHHQ %DGHU \HDUV Plus, Paul Gagné had previous directorships tainted by bankruptcies and nonetheless is on the audit and executive pay committees. Mr. Fish has a previous directorship tainted by a bankruptcy and nonetheless is on the nomination and executive pay committees. Mr. Powell is also on our nomination committee. Ms. Bader is also the Board’s Lead Director, an important role which demands greater independence. Long tenure can challenge the independence of any director no matter how TXDOL¿HG $QG GLUHFWRUV ZHUH EH\RQG DJH 3OHDVH YRWH WR LQFUHDVH RXU RSWLRQV WR HQVXUH WKH EHVW TXDOL¿HG GLUHFWRUV Right to Act by Written Consent—Proposal 4 Our Response to the Shareholder Proposal The Board of Directors recommends a vote AGAINST this shareholder proposal. The Board has carefully considered the shareholder proposal and the rejection by Textron’s shareholders of a substantially similar proposal submitted by the same proponent at the 2014 Annual Meeting of Shareholders. As in 2014, the Board believes that the proposal is contrary to the best interests of Textron and its shareholders. Moreover, it is unnecessary in light of the existing ability of Textron’s shareholders to call special meetings of shareholders and our shareholders’ right to proxy access. For the reasons discussed below, the Board recommends that shareholders vote AGAINST the proposal. The Board believes that Textron’s current governance processes, whereby corporate actions proposed by shareholders are FRQVLGHUHG DQG YRWHG RQ DW DQ DQQXDO RU VSHFLDO PHHWLQJ RI WKH VKDUHKROGHUV RI ZKLFK DOO VKDUHKROGHUV DUH QRWL¿HG SURYLGH GH¿QLWLYH SURWHFWLRQV DQG EHQH¿WV WR RXU VKDUHKROGHUV WKDW DUH DEVHQW LQ WKH ZULWWHQ FRQVHQW SURFHVV FDOOHG IRU E\ WKLV SURSRVDO