Current Report Filing (8-k)
April 29 2019 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
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 29, 2019
(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
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
o
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.
o
Item 8.01
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Other Events
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On April 29, 2019, Honeywell International Inc. (the “Company”)
announced that its Board of Directors has authorized the Company to repurchase up to $10 billion of its common stock, including
approximately $2.3 billion of remaining availability under its previously announced $8 billion share repurchase authorization.
Repurchases may be made through a variety of methods, which could include open market purchases, accelerated share repurchase transactions,
negotiated block transactions, 10b5-1 plans, other transactions that may be structured through investment banking institutions
or privately negotiated, or a combination of the foregoing. The repurchase authorization does not have an expiration date and may
be amended or terminated by the Company’s Board of Directors at any time without prior notice.
The Company presently expects to repurchase outstanding shares from
time to time (i) to generally offset the dilutive impact of employee stock-based compensation plans, including option exercises,
restricted unit vesting and matching contributions under our savings plans, and (ii) to reduce share count via share repurchases
as and when attractive opportunities arise. The amount and timing of future repurchases may vary depending on market conditions
and the level of operating, financing and other investing activities.
The above-described authorization has no impact on the forward-looking
share count or share repurchase disclosures contained in the Company’s other public disclosures, including press releases
and presentations.
As of March 31, 2019, there were 727,742,035 shares of the Company’s
common stock outstanding.
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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 29, 2019
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Honeywell International Inc.
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By:
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/s/ Anne T. Madden
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Anne T. Madden
Senior Vice President,
General Counsel,
and Corporate Secretary
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