2019 Proxy Statement

TEXTRON 2019 PROXY STATEMENT 53 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT Mr. .enneth Steiner of 1 Stoner Ave., 2M, Great Neck, NY 11021, owner of at least 500 shares of our common stock, has 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. Hundreds of major companies enable shareholder action by written consent. Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. This proposal topic won majority shareholder support at 1 major companies in a single year. This included 67 support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent. This proposal topic would have received a vote still higher than 67 at Allstate and Sprint if all shareholders at Allstate and Sprint had access to independent proxy voting advice. Our Company now requires 25 of shares to call a special meeting²a higher level than the 10 of shares permitted by Delaware law. Scores of Fortune 500 companies provide for both shareholder rights²to 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 have the right to act by written consent. Shareholder written consent and shareholder called special meetings can be 2 means to elect directors with better quali¿cations than current directors. Our Board may have a refreshment problem with directors with tenure beyond 1 years: Paul Gagné 2 years Lawrence Fish 19 years .athleen Bader 1 years Plus Paul Gagné had previous directorships tainted by bankruptcies and nonetheless was on the audit and executive pay committees. Mr. Fish has a previous directorship tainted by a bankruptcy and nonetheless was on the nomination and executive pay committees. Ms. Bader was 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 quali¿ed. :ritten consent is a means to elect a director who could focus on avoiding reoccurrences of an event like this: NGO Criticism over Use of Cluster Munition in Yemeni Civil :ar. The expectation is that, once this proposal is adopted, shareholders would not need to make use of this right of written consent because its mere existence will act as a guardrail to help ensure that our company is well supervised by the Board of Directors and management. Our Directors and management will want to avoid shareholder action by written consent and will thus be more alert in avoiding poor performance. Please vote yes: Right to Act by Written Consent—Proposal 4