2019 Proxy Statement

CHANGING OR REVOKING A PROXY :hether voting by mail, via the Internet or by telephone, if you are a shareholder of record, you may change or revoke your proxy at any time before it is voted by submitting a new proxy with a later date, voting via the Internet or by telephone at a later time, delivering a written notice of revocation to Textron’s Secretary, or voting in person at the meeting. If your shares are held in the name of your broker or bank, you may change or revoke your voting instructions by contacting the bank or brokerage ¿rm or other nominee holding the shares or by obtaining a legal proxy from such institution and voting in person at the annual meeting. REQUIRED VOTE A quorum is required to conduct business at the meeting. A quorum requires the presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares entitled to vote at the meeting. Abstentions and broker “non votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker non vote occurs when you fail to provide voting instructions to your broker for shares owned by you but held in the name of your broker and your broker does not have authority to vote without instructions from you. Under those circumstances, your broker may be authorized to vote for you without your instructions on routine matters but is prohibited from voting without your instructions on non routine matters. The rati¿cation of independent registered public accountants is a routine matter on which your broker may vote your shares without your instructions. Non routine matters include the election of directors, the advisory vote to approve Textron’s executive compensation and the shareholder proposal. Those items for which your broker cannot vote result in broker non votes. Election of each of the nominees for director requires a vote of the majority of the votes cast at the meeting, which means that the number of shares voted “for” a nominee for director must exceed the number of shares voted “against” that nominee. Abstentions and broker non votes are not counted for this purpose and will have no effect on the outcome of the election. Approval of all other matters to be voted on at the meeting requires the af¿rmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as votes “against” the proposal, and broker non votes (when applicable) will have no effect on the outcome of the vote. COSTS OF PROXY SOLICITATION Textron pays the cost of this solicitation of proxies. Textron will request that persons who hold shares for others, such as banks and brokers, solicit the owners of those shares and will reimburse them for their reasonable out of pocket expenses for those solicitations. In addition to solicitation by mail, Textron employees may solicit proxies by telephone, by electronic means and in person, without additional compensation for these services. Textron has hired Alliance Advisors, LLC of Bloom¿eld, New Jersey, a proxy solicitation organization, to assist in this solicitation process for a fee of $16,000, plus reasonable out of pocket expenses. CONFIDENTIAL VOTING POLICY Under Textron’s policy on con¿dential voting, individual votes of shareholders are kept con¿dential from Textron’s directors, of¿cers and employees, except for certain speci¿c and limited exceptions. Comments of shareholders written on proxies or ballots are transcribed and provided to Textron’s Secretary. 9otes are counted by Broadridge Financial Solutions, Inc. and certi¿ed by an independent Inspector of Election. ATTENDING THE MEETING If your shares are held in the name of your bank or broker and you plan to attend the meeting, please bring proof of ownership with you to the meeting. A bank or brokerage account statement showing that you owned voting stock of Textron on February 27, 2019 is acceptable proof to obtain admittance to the meeting. If you are a shareholder of record, no proof of ownership is required. All shareholders or their proxies should be prepared to present government issued photo identi¿cation upon request for admission to the meeting. 2 TEXTRON 2019 PROXY STATEMENT