TEXTRON 2025 PROXY STATEMENT 19 (3) Excludes (i) stock units held under non-qualified deferred compensation plans that are paid in cash, based upon the value of Textron common stock, as follows: Mr. Connor, 11,731 shares; Mr. Donnelly, 18,306 shares; Ms. Duffy, 2,331 shares; and Mr. Lupone, 6,601 shares; (ii) unvested RSUs payable in stock, not obtainable within 60 days of January 1, 2024, as follows: Mr. Connor, 25,625 shares; Mr. Donnelly, 89,555 shares; Ms. Duffy, 8,508 shares; and Mr. Lupone, 10,922 shares; and (iii) unvested PSUs payable in cash when earned based upon the value of Textron common stock, as follows: Mr. Connor, 51,248 shares; Mr. Donnelly, 179,109 shares; Ms. Duffy, 17,015 shares; and Mr. Lupone, 21,842 shares. (4) Based on information disclosed in Amendment No. 9 to Schedule 13G filed by BlackRock, Inc. on January 25, 2024. According to this filing, as of December 31, 2023, BlackRock, Inc., through its various entities, beneficially owns these shares and has sole power to dispose of or direct the disposition of all of these shares and sole power to vote or direct the voting of 16,727,725 of these shares. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY. During 2024, BlackRock acted as an investment manager for certain assets within Textron’s pension plans and employee savings plans. BlackRock received approximately $1.23 million in fees for these services. (5) Based on information disclosed in Amendment No. 3 to Schedule 13G filed by T. Rowe Price Investment Management, Inc. on November 14, 2024. According to this filing, as of September 30, 2024, T. Rowe Price Investment Management, Inc., in its capacity as investment adviser for various individual and institutional clients, is deemed to beneficially own these shares as to which it has sole dispositive power and, with respect to 12,824,781 of these shares, sole voting power. T. Rowe Price Investment Management, Inc. expressly disclaims beneficial ownership. The address for T. Rowe Price Investment Management, Inc. is 100 E. Pratt Street, Baltimore, MD 21201. (6) Based on information disclosed in Amendment No. 13 to Schedule 13G filed by The Vanguard Group, Inc. on February 13, 2024. According to this filing, as of December 29, 2023, The Vanguard Group, Inc. beneficially owns these shares and has sole power to dispose of or direct the disposition of 21,722,123 of these shares, shared power to dispose of or direct the disposition of 790,485 of these shares, sole power to vote or direct the voting of none of these shares and shared power to vote or direct the voting of 227,046 of these shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. During 2024, Vanguard acted as an investment manager for certain assets within Textron’s pension plans and employee savings plans. Vanguard received approximately $1.34 million in fees for these services. DELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Textron’s directors, executive officers and controller (“reporting persons”), to file reports of ownership and changes in ownership of our securities on Forms 3, 4 and 5 with the Securities and Exchange Commission. We have procedures in place to assist our reporting persons in preparing and filing these reports on a timely basis. Based solely upon a review of copies of such reports or written representations of the reporting persons that no Form 5 was required, we believe that all required forms were timely filed for the 2024 fiscal year, except for one Form 4 on behalf of our Board member, James L. Ziemer, which was filed one day late on April 5, 2024. The Form 4 did not involve a transaction in Textron common stock, but was required to report receipt of dividend equivalents on stock units received pursuant to Textron’s Deferred Income Plan for Non-Employee Directors.
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