Current Report Filing (8-k)

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 – April 24, 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)	1-8974 (Commission File Number)	22-2640650 (I.R.S. Employer Identification Number)

115 Tabor Road, Morris Plains, New Jersey	07950
(Address of principal executive offices)	(Zip Code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

Honeywell International Inc. (the “Company”) held its Annual Meeting of Shareowners on April 24, 2017. The following matters set forth in our Proxy Statement dated March 9, 2017, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, were voted upon with the results indicated below.

The nominees listed below were elected directors with the respective votes set forth opposite their names:

	For		%			Against		%			Broker Non Votes

Darius Adamczyk		588,155,146		98.83	%		6,965,842		1.17	%	83,799,752
William S. Ayer		585,837,250		98.44	%		9,283,738		1.56	%	83,799,752
Kevin Burke		588,585,709		98.90	%		6,535,279		1.10	%	83,799,752
Jaime Chico Pardo		581,209,793		97.66	%		13,911,195		2.34	%	83,799,752
David M. Cote		582,826,529		97.93	%		12,294,459		2.07	%	83,799,752
D. Scott Davis		580,870,079		97.61	%		14,250,909		2.39	%	83,799,752
Linnet F. Deily		583,699,514		98.08	%		11,421,474		1.92	%	83,799,752
Judd Gregg		586,527,284		98.56	%		8,593,704		1.44	%	83,799,752
Clive Hollick		579,177,472		97.32	%		15,943,516		2.68	%	83,799,752
Grace D. Lieblein		586,271,403		98.51	%		8,849,585		1.49	%	83,799,752
George Paz		587,807,215		98.77	%		7,313,773		1.23	%	83,799,752
Bradley T. Sheares		580,400,267		97.53	%		14,720,721		2.47	%	83,799,752
Robin L. Washington		588,573,133		98.90	%		6,547,855		1.10	%	83,799,752

2. The voting results on a non-binding advisory vote on the frequency of the advisory vote on executive compensation are set forth below:

1 Year	%	2 Years	%	3 Years	%	Abstain	%	Broker Non Votes

541,724,204	91.03%	3,078,698	0.52%	47,551,390	7.99%	2,766,696	0.46%	83,799,752

In light of these results, the Board of Directors has determined to hold an annual advisory vote on executive compensation.

3.	The voting results on a non-binding advisory vote to approve the compensation of the Company’s named executive officers disclosed in the Company’s 2017 proxy statement are set forth below:

For		%		Against		%		Abstain		%		Broker Non Votes
552,761,104		92.88%		35,959,835		6.04%		6,400,049		1.08%		83,799,752

4.	The shareowners approved the appointment of Deloitte & Touche LLP as independent accountants for 2017. The voting results are set forth below:

For		%		Against		%		Abstain		%
672,189,854		99.01%		4,400,023		0.65%		2,330,863		0.34%

5.	The shareowners did not approve the proposal regarding independent board chairman. The voting results are set forth below:

For		%		Against		%		Abstain		%		Broker Non Votes
165,439,542		27.80%		426,248,787		71.62%		3,432,659		0.58%		83,799,752

6.	The shareowners did not approve the proposal regarding political lobbying and contributions. The voting results are set forth below:

For		%		Against		%		Abstain		%		Broker Non Votes
211,938,936		35.61%		369,600,823		62.11%		13,581,229		2.28%		83,799,752

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: April 24, 2017	HONEYWELL INTERNATIONAL INC.

	By:	/s/ Jeffrey N. Neuman
		Jeffrey N. Neuman
		Vice President, Corporate Secretary and
		Deputy General Counsel