Form 8-K - Current report

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 – November 28, 2023

(Date of earliest event reported)

HONEYWELL INTERNATIONAL INC.

(Exact name of Registrant as specified in its Charter)


Delaware	1-8974	22-2640650
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

855 S. MINT STREET, CHARLOTTE, NC..................................................28202

......(Address of principal executive offices).................................................(Zip Code)

Registrant’s telephone number, including area code: (704) 627-6200

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1 per share

HON

The Nasdaq Stock Market LLC

0.000% Senior Notes due 2024

HON 24A

The Nasdaq Stock Market LLC

3.500% Senior Notes due 2027

HON 27

The Nasdaq Stock Market LLC

2.250% Senior Notes due 2028

HON 28A

The Nasdaq Stock Market LLC

0.750% Senior Notes due 2032

HON 32

The Nasdaq Stock Market LLC

3.750% Senior Notes due 2032

HON 32A

The Nasdaq Stock Market LLC

4.125% Senior Notes due 2034

HON 34

The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 28, 2023, Michael W. Lamach, 60, former Chairman and Chief Executive Officer of Trane Technologies plc, was appointed to the Board of Directors of Honeywell International Inc. (the “Company”) as an independent director and member of the Audit Committee, effective December 1, 2023. Mr. Lamach will stand for re-election at the Company’s 2024 Annual Meeting of Shareowners. He will receive compensation as a non-employee director in accordance with the Company's previously-disclosed non-employee director compensation practices.

Item 7.01 Regulation FD Disclosure

The Company issued the press release attached hereto as Exhibit 99.1 with respect to the matters set forth in Item 5.02 above.

The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this report:


Exhibit #						Description
99.1						Press Release dated November 28, 2023, entitled “Honeywell Appoints Michael W. Lamach to Board of Directors.”
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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:

November 28, 2023

HONEYWELL INTERNATIONAL INC.

By: /s/ Anne T. Madden

Anne T. Madden

Senior Vice President and General Counsel

Exhibit 99.1


Contacts:

Media			Investor Relations
Stacey Jones			Sean Meakim
(980) 378-6258			(704) 627-6200
stacey.jones@honeywell.com			sean.meakim@honeywell.com

HONEYWELL APPOINTS MICHAEL W. LAMACH

TO BOARD OF DIRECTORS

CHARLOTTE, N.C., November 28, 2023 -- Honeywell (NASDAQ: HON) announced today that its board of directors has elected Michael W. Lamach, 60, former executive chair of Trane Technologies plc, to its board of directors as an independent director and Audit Committee member, effective December 1, 2023.

Lamach served as executive chair of Trane Technologies from July 2021 until his retirement in December 2021, having previously served as both chairman and chief executive officer following the company’s February 2020 separation from Ingersoll-Rand plc. After joining Ingersoll Rand in 2004, Lamach held several leadership roles, including chairman and chief executive officer from June 2010 to February 2020. Prior to working at Ingersoll Rand, Lamach spent 17 years in a variety of management positions at Johnson Controls International.

Lamach currently serves on the board of directors of PPG Industries, Inc. as independent lead director as well as the board of directors for Nucor Corporation.

"Mike brings a wealth of industry knowledge and customer experience to the Honeywell board," said Vimal Kapur, chief executive officer of Honeywell. "His demonstrated leadership and expertise, particularly in automation and the industry’s shift to greater energy efficiency, make him a valuable addition to our board."

Lamach holds a bachelor of science degree in engineering from Michigan State University. He also earned a master’s of business administration from Duke University, where he currently serves on the Fuqua School of Business’ board of visitors.

Honeywell is an integrated operating company serving a broad range of industries and geographies around the world. Our business is aligned with three powerful megatrends - automation, the future of aviation, and energy transition - underpinned by our Honeywell Accelerator operating system and Honeywell Connected Enterprise integrated software platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations that help make the world smarter, safer, and more sustainable. For more news and information on Honeywell, please visit www.honeywell.com/newsroom.

DOCUMENT AND ENTITY INFORMATION	Nov. 28, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 28, 2023
Entity Registrant Name	HONEYWELL INTERNATIONAL INC
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8974
Entity Tax Identification Number	22-2640650
Entity Address, Address Line One	855 S. MINT STREET
Entity Address, City or Town	CHARLOTTE
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28202
City Area Code	704
Local Phone Number	627-6200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000773840
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $1 per share
Trading Symbol	HON
The NASDAQ Stock Market LLC	NASDAQ
0.00% Senior Notes due 2024 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.000% Senior Notes due 2024
Trading Symbol	HON 24A
The NASDAQ Stock Market LLC	NASDAQ
3.500% Senior Notes due 2027
Entity Listings [Line Items]
Title of 12(b) Security	3.500% Senior Notes due 2027
Trading Symbol	HON 27
The NASDAQ Stock Market LLC	NASDAQ
2.250% Senior Notes due 2028 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	2.250% Senior Notes due 2028
Trading Symbol	HON 28A
The NASDAQ Stock Market LLC	NASDAQ
0.750% Senior Notes due 2032 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.750% Senior Notes due 2032
Trading Symbol	HON 32
The NASDAQ Stock Market LLC	NASDAQ
3.750% Senior Notes due 2032
Entity Listings [Line Items]
Title of 12(b) Security	3.750% Senior Notes due 2032
Trading Symbol	HON 32A
The NASDAQ Stock Market LLC	NASDAQ
Euro 4.125% Senior Notes Due 2034
Entity Listings [Line Items]
Title of 12(b) Security	4.125% Senior Notes due 2034
Trading Symbol	HON 34
The NASDAQ Stock Market LLC	NASDAQ