2019 Proxy Statement

TEXTRON 2019 PROXY STATEMENT 51 ADVISORY VOTE TO APPROVE TEXTRON’S EXECUTIVE COMPENSATION The Board has adopted a policy providing for an annual “say on pay” advisory vote. In accordance with this policy and Section 1 A of the Securities Exchange Act of 19 , as amended, enacted as part of the Dodd Frank :all Street Reform and Consumer Protection Act, and as a matter of good corporate governance, we are providing our shareholders with an advisory (non binding) vote to approve the compensation of our named executive of¿cers as disclosed in this proxy statement. This vote is advisory only, and it is not binding on Textron or on our Board of Directors. Although the vote is non binding, the Organization and Compensation Committee (the “Committee”) and the Board will carefully consider the outcome of the vote when making future compensation decisions. Textron’s compensation philosophy is to establish target total pay with reference to a talent peer group and to tie a substantial portion of our executives’ compensation to performance against objective business goals and stock price performance. This approach helps us to recruit and retain talented executives, incentivizes our executives to achieve desired business goals and aligns their interests with the interests of our shareholders. For a full discussion of our executive compensation programs and 201 compensation decisions made by the Committee, see “Compensation Discussion and Analysis” beginning on page 21. Textron’s Board of Directors believes that the Company’s executive compensation program is working to align management’s interests with those of our shareholders to support long term value creation. Accordingly, Textron shareholders are being asked to vote “FOR” the following advisory resolution at the annual meeting: “RESOL9ED, that the shareholders approve, on an advisory basis, the Company’s compensation of its named executive of¿cers, as disclosed in the Proxy Statement for the 2019 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and the compensation tables regarding named executive of¿cer compensation, together with the accompanying narrative disclosure.” Unless the Board modi¿es its policy on the frequency of future say on pay advisory votes, the next say on pay advisory vote will be held at the 2020 Annual Meeting of Shareholders. The Board of Directors recommends a vote “FOR” the resolution approving the Company’s executive compensation (Item 2 on the proxy card).