Current Report Filing (8-k)
January 15 2020 - 4:57PM
Edgar (US Regulatory)
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2020-01-09
2020-01-10
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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 (Date of earliest event
reported): January 10, 2020
TEXTRON INC.
(Exact name of Registrant as specified
in its charter)
Delaware
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1-5480
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05-0315468
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(State of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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40
Westminster Street,
Providence,
Rhode Island
02903
(Address
of principal executive offices)
Registrant’s telephone number, including
area code: (401) 421-2800
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock – par value $0.125
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TXT
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New York Stock Exchange
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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 (see General
Instructions A.2. below):
¨
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. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(e)
On January 10, 2020, the Organization and Compensation Committee of the Board of Directors of Textron approved a new design
of the company’s long-term incentive compensation program for 2020 for Textron’s executive officers, reflecting feedback
through engagement with its shareholders, a review of peer practices, and consultation with its independent consultant. The Committee
increased the percentage of performance share units included in the mix of grant type, changed the vesting schedule of restricted
stock units, and restructured performance share units. No changes were made to stock option terms and conditions.
For 2020 awards under the Textron
Inc. 2015 Long-Term Incentive Plan, the mix of grant types will be redistributed such that 50% of the grant value for each
executive officer will be in the form of performance share units, 25% in the form of stock options, and 25% in the form
of restricted stock units. Restricted stock units awarded in 2020 to
executive officers will be settled in stock upon vesting, and vesting will occur in full on the third anniversary of the
grant date.
For performance share units granted in
2020, the Committee will select the performance criteria and set the weighting and targets for each metric upon grant for the three-year
performance cycle of the award instead of setting performance goals annually. The Committee approved the following metrics for
the performance share units granted for the 2020-2022 cycle: three-year Average Return on Invested Capital, weighted at 50%, three-year
Cumulative Manufacturing Cash Flow, weighted at 30%, and three-year Relative Total Shareholder Return, weighted at 20%. The threshold
payout opportunity on performance share units will be 25% and the maximum payout opportunity on performance share units will be
200%.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TEXTRON INC.
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(Registrant)
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By:
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/s/ E. Robert Lupone
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E. Robert Lupone
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Executive Vice President,
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General Counsel and Secretary
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Date: January 15, 2020
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