2019 Proxy Statement

TEXTRON 2019 PROXY STATEMENT 55 Moreover, in addition to the protections and safeguards provided by our current governance processes, our by laws provide our shareholders with additional rights that make adoption of this proposal unnecessary. Those rights include the right to proxy access, implemented by the Board in 2016, which allows eligible shareholders to include their own director nominees in the Company’s proxy materials for consideration at our annual meeting. In addition, under our By Laws, shareholders who hold twenty ¿ve percent of our outstanding shares have the right to call special meetings of shareholders if the need arises for shareholders to consider and vote on matters between annual meetings. Our By Laws impose notice and other requirements to exercise the right to proxy access, and on the special meeting process to guard against the exertion of inappropriate inÀuence by shareholders with special interests that may be inconsistent with the long term best interests of Textron and our shareholders in general. The Board believes our existing by law provisions allowing shareholders proxy access and the right to call special meetings strike the right balance between the rights of shareholders to have a voice in driving the Company’s governance, on the one hand, and protecting against abusive actions that may disrupt the effective management of the Company and be detrimental to shareholder interests, on the other. In contrast, adopting this proposal and giving shareholders the ability to act by written consent would allow any shareholder, regardless of ownership interest, to initiate a potentially unlimited number of consent solicitations on any topic at any time which could enable a single shareholder to advance its own special interests to the detriment of the majority of shareholders. The Board believes that the potential for abuse and disenfranchisement of minority shareholders and other adverse consequences associated with the right to act by less than unanimous written consent outweighs any potential bene¿ts to our shareholders from this proposal. Accordingly, the Board of Directors recommends a vote AGAINST this proposal (Item 4 on the proxy card).