Current Report Filing (8-k)
March 06 2017 - 4:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
DATE OF REPORT – March 1, 2017
(Date of earliest event reported)
honeywell
international inc.
(Exact name of Registrant as specified in
its Charter)
DELAWARE
(State or other jurisdiction
of incorporation)
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1-8974
(Commission File Number)
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22-2640650
(I.R.S. Employer
Identification Number)
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115 TABOR ROAD, MORRIS PLAINS, NEW JERSEY
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07950
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (973) 455-2000
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions
:
o
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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 1, 2017, Honeywell International Inc. (“Honeywell”
or the “Company”) and Mr. Darius Adamczyk, the Company’s current President and Chief Operating Officer, agreed
to new terms and conditions of employment, to become effective on March 31, 2017, in connection with the February 10, 2017 announcement
that the Board of Directors (the “Board”) had elected Mr. Adamczyk as the Company’s Chief Executive Officer (“CEO”)
effective on March 31, 2017. The new terms and conditions are consistent with the Company’s CEO succession plan
announced on June 28, 2016 whereby Mr. Adamczyk will succeed as CEO Honeywell’s current Chairman and CEO, Mr. David M. Cote.
Pursuant to the new terms and conditions, Mr. Adamczyk will
receive a base salary of $1,500,000, effective as of the date of his promotion, and shall have a target annual incentive compensation
opportunity of 175% of base salary. His initial long-term incentive award as Honeywell’s CEO will be in 2018 and will
have a target value of $12,000,000, with no less than 50% of the target value being in the form of three-year performance stock
units issued pursuant to the performance plan. The size and terms of any future LTI awards will be determined by the Board
in the ordinary course, will reflect Company performance, Mr. Adamczyk’s performance and future career potential, and will
be determined in a manner consistent with prior LTI awards. As part of his promotion, the Company agreed to amend its Severance
Plan for Designated Officers to provide Mr. Adamczyk with 36 months of base salary continuation and target bonus if his employment
is involuntarily terminated for a reason other than Cause (as defined in the severance plan document).
Item 9.01 Financial Statements and Exhibits
99.1 Employment
Offer Letter Dated March 1, 2017 between Honeywell International Inc. and Mr. Darius Adamczyk.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: March 6, 2017
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HONEYWELL INTERNATIONAL INC.
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By:
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/s/ Jeffrey N. Neuman
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Jeffrey N. Neuman
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Vice President, Corporate Secretary and
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Deputy General Counsel
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