TABLE OF CONTENTS Information About the Annual Meeting 1 General 1 Changing or Revoking a Proxy 2 Shareholders Who May Vote 1 Required Vote 2 Voting Recommendation 1 Costs of Proxy Solicitation 2 Internet Availability of Proxy Materials 1 Confidential Voting Policy 3 Voting 1 Attending the Meeting 3 Savings Plan Participants 2 Election of Directors 4 Board Membership Qualifications 4 Nominees for Director 4 Corporate Governance 9 Governance Highlights 9 Corporate Responsibility and Sustainability 15 Director Independence 10 Shareholder Outreach 16 Leadership Structure 10 Shareholder Communications to the Board 16 Board and Committee Evaluations 11 Director Nominations 16 Meeting Attendance 11 Compensation of Directors 17 Other Directorships 11 Changes to Director Compensation Program for 2023 17 Board Committees 12 Director Stock Ownership Requirements 18 Executive Committee 14 Anti-Hedging and Pledging Policy 18 Risk Oversight 14 Corporate Governance Guidelines and Policies 18 Committee and Board Oversight of Environmental, Social and Governance Matters 14 Code of Ethics 19 Security Ownership 20 Audit Committee Report 22 Compensation Committee Report 23 Compensation Discussion and Analysis 24 Executive Summary 24 2022 Incentive Compensation Targets, Payouts Overview and Objectives of Executive and Performance Analysis 31 Compensation Program 27 Risks Related to Compensation 35 Target Direct Compensation 28 Other Compensation Programs 35 TEXTRON 2023 PROXY STATEMENT V
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