Textron 2021 Proxy Statement
58 TEXTRON 2021 PROXY STATEMENT SHAREHOLDER PROPOSAL ON WRITTEN CONSENT Mr. Kenneth Steiner of 14 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 – SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT Shareholders request that our board of directors take 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 includes shareholder ability to initiate any appropriate topic for written consent. This proposal topic won 95%-support at a Dover Corporation shareholder meeting and 88%-support at an AT&T shareholder meeting. This proposal topic also won more than 44% support at our 2019 shareholder meeting. This 44% support may have represented a majority vote from the shares that have access to independent proxy voting advice. And the 44% vote was in spite of an unsupported management statement that certain mythical things could occur with written consent. But there was no example of such mythical things ever occurring at any company in any decade. And since our 44% vote in 2019 written consent has become more important due to the near extinction of in-person shareholder meetings. This diminishes our current ability of 25% of Textron shares to call a special shareholder meeting because a special shareholder meeting can now be a tightly controlled online meeting. With the near universal use of tightly controlled online annual shareholder meetings, which can be only 10-minutes of boilerplate, shareholders are severely restricted in engaging with management and making their views known because all challenging questions and comments can be screened out. For instance Goodyear management hit the mute button right in the middle of a formal shareholder proposal presentation at its 2020 shareholder meeting to bar constructive criticism. Plus AT&T management would not even allow the proponents of shareholder proposals to read their proposals by telephone at the 2020 AT&T online annual meeting during the pandemic. Please see: AT&T investors denied a dial-in as annual meeting goes online https://whbl.com/2020/04/l7/att-investors-denied-a-dial-in-as-annual-meeting-goes-online/1007928/ Imagine the control AT&T management could have over an online special shareholder meeting. Online meetings also give management a blank check to make false statements. For instance management at scores of 2020 online annual meetings falsely stated that there were no more shareholder questions. Shareholders were powerless to point out that their questions were not answered. Please see: Schwartz-Ziv, Miriam, How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice (August 16, 2020). Available at SSRN: http://ssrn.com/abstract =3674998 or http://dx.doi.org/l0.2139/ssrn.3674998 Now more than ever shareholders need to have the option to take action outside of a shareholder meeting since tightly controlled online shareholder meetings are a shareholder engagement wasteland. Please vote yes: SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT – PROPOSAL 4
Made with FlippingBook
RkJQdWJsaXNoZXIy MjQ2MDYz