2019 Proxy Statement

14 TEXTRON 2019 PROXY STATEMENT CORPORATE GOVERNANCE GUIDELINES AND POLICIES Textron’s Corporate Governance Guidelines and Policies, originally adopted in 1996 and most recently revised in February, 2019, meet or exceed the listing standards adopted by the New York Stock Exchange and are posted on Textron’s website, www.textron.com , under “Investors²Corporate Governance Corporate Governance Guidelines and Policies,” and are also available in print upon request to Textron’s Secretary. CODE OF ETHICS Textron’s Business Conduct Guidelines, originally adopted in 1979 and most recently revised in September 2010, are applicable to all employees of Textron, including the principal executive of¿cer, the principal ¿nancial of¿cer and the principal accounting of¿cer. The Business Conduct Guidelines are also applicable to directors with respect to their responsibilities as members of the Board of Directors. The Business Conduct Guidelines are posted on Textron’s website, www.textron.com , under “About²Our Commitment²Ethics and Compliance Business Conduct Guidelines,” and are also available in print upon request to Textron’s Secretary. :e intend to post on our website, at the address speci¿ed above, any amendments to the Business Conduct Guidelines or the grant of a waiver from a provision of the Business Conduct Guidelines requiring disclosure under applicable Securities and Exchange Commission rules within four business days following the date of the amendment or waiver. SHAREHOLDER COMMUNICATIONS TO THE BOARD Shareholders or other interested parties wishing to communicate with the Board of Directors, the Lead Director, the non management directors as a group or with any individual director may do so by calling ( 66) 69 6655 (toll free) or ( 01) 57 2269, writing to Board of Directors at Textron Inc., 0 :estminster Street, Providence, Rhode Island 0290 , or by e mail to textrondirectors #textron.com . The telephone numbers and addresses are also listed on the Textron website. All communications received via the above methods will be sent to the Board of Directors, the Lead Director, the non management directors or the speci¿ed director. DIRECTOR NOMINATIONS Nominees suggested by shareholders will be communicated to the Nominating and Corporate Governance Committee for consideration in the committee’s selection process. Shareholder recommended candidates are evaluated using the same criteria used for other candidates. The committee also periodically retains a third party search ¿rm to assist in the identi¿cation and evaluation of candidates. Textron’s By Laws contain a provision which imposes certain requirements upon nominations for directors made by shareholders, including proxy access nominees, at the annual meeting of shareholders or a special meeting of shareholders at which directors are to be elected. Shareholders wishing to nominate an individual for director at the annual meeting must submit timely notice of nomination within the time limits described below, under the heading “Shareholder Proposals and Other Matters for 2020 Annual Meeting” on page 56, to the committee, c o Textron’s Secretary, along with the information described in our By Laws. All candidates are evaluated against the Board’s needs and the criteria for membership to the Board set forth above. The committee must also take into account our By Laws which provide that no person shall be elected a director who has attained the age of 75. In addition, the Corporate Governance Guidelines and Policies provide that a substantial majority of the Company’s directors must be independent under the standards of the New York Stock Exchange. All recommendations of nominees to the Board by the committee are made solely on the basis of merit. COMPENSATION OF DIRECTORS During 201 , for their service on the Board, non employee directors were paid an annual retainer of $260,000 ($1 5,000 of which was required to be deferred and paid in the form of stock units, as discussed below). The annual retainer is prorated for directors who serve on the Board for a portion of the year. Each member of the Audit Committee (including the chair) received an additional retainer of $15,000, and the chairs of the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee received, respectively, an additional $15,000, $15,000 and $20,000, and the Lead Director received an additional $ 0,000. In addition, Textron reimburses each director for his or her expenses in attending Board or committee meetings. Textron maintains a Deferred Income Plan for Non Employee Directors (the “Directors Deferred Income Plan”) under which they can defer all or part of their cash compensation until retirement from the Board. Deferrals are made either into an