ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION Under the Dodd-Frank Act, Textron’s shareholders are entitled to vote every six years regarding whether the shareholder advisory vote on executive compensation (as described above) should occur every one, two or three years. Pursuant to the Dodd-Frank Act, the vote on the frequency of the “say on pay” vote is advisory only, and it is not binding on Textron or on our Board of Directors. Although the vote is non-binding, the Organization and Compensation Committee and the Board will carefully consider the outcome of the vote when determining the frequency of future say on pay shareholder advisory votes. Since 2011, our Board has had a policy providing for an annual “say-on-pay” advisory vote for Textron’s shareholders, and the Board continues to believe that an advisory vote on executive compensation that occurs every year is most appropriate for Textron. The Board believes that an annual advisory vote on executive compensation allows Textron’s shareholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement each year. The Board recommends that you vote for a one-year interval for the advisory vote on executive compensation. Although the Board recommends a “say-on-pay” vote every year, shareholders are not voting to approve or disapprove of the Board’s recommendation. Shareholders will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. The Board of Directors recommends a vote of “ONE YEAR” on the advisory resolution on frequency of advisory votes on executive compensation (Item 3 on the proxy card). 58 TEXTRON 2023 PROXY STATEMENT
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