HONHoneywell Technologies
Deals between HON and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-10 reports that the one filed 2025-04-09 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-09.
Nothing new: every deal in this year's section was reported last year too.
New wording of the review policy 1 paragraph without an amount or a name
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“In May 2025, we entered into a cooperation agreement with Elliott Investment Management L.P., as described in the section entitled “Evaluation and Nomination of Director Candidates” on page 34. Director Marc Steinberg is affiliated with Elliott.”
Read it in the proxy ↗
The whole section 7 paragraphs, proxy filed 2026-04-10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Honeywell has written policies and procedures for approval or ratification of related person transactions. Article Eighth of Honeywell’s Amended and Restated Certificate of Incorporation provides that a related or interested party transaction shall not be void or voidable if such transaction is duly authorized or ratified by a majority of the disinterested members of the Board. Consistent with SEC rules, a related or interested party transaction includes a transaction between the Company and a director, director nominee, or executive officer of the Company or a beneficial owner of more than 5% of the Company’s common stock or any of their respective immediate family members. Furthermore, the Honeywell Code of Business Conduct requires that each director and executive officer report to the Board of Directors on an ongoing basis any relationship or transaction that may create or appear to create a conflict between the personal interests of those individuals (or their immediate family members) and the interests of the Company. A conflict, or appearance of a conflict, might arise, for example, by accepting gifts or loans from a current or potential customer, supplier, or competitor, owning a financial interest in, or serving in a business capacity with, an outside enterprise that competes with or does or wishes to do business with the Company, serving as an intermediary for the benefit of a third party in transactions involving the Company, or using confidential Company information or other corporate assets for personal profit.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Conflict of interest or related party transactions are referred to the Corporate Governance and Responsibility Committee (CGRC), which is responsible for reviewing and overseeing related party transactions for potential conflict of interest situations on an ongoing basis, as appropriate. The CGRC and the Board must review any potential conflict and determine whether any action is required. This includes whether to authorize, ratify, or direct the unwinding of the relationship or transaction under consideration, as well as ensure that appropriate controls are in place to protect Honeywell and its shareowners. In making that determination, the Board and CGRC consider all relevant facts and circumstances, such as:”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“The terms of the transaction and whether they are arm’s-length and in the ordinary course of the Company’s business;”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“The direct or indirect nature of the related person’s interest in the transaction;”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“The size and expected term of the transaction; and • Other facts and circumstances that bear on the materiality of the related person transaction under applicable law and listing standards.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Each director and officer also completes and signs a questionnaire at the end of each fiscal year to confirm that there are no material relationships or related person transactions between such individuals and the Company other than those previously disclosed to Honeywell. This ensures that all material relationships and related person transactions are identified, reviewed, and disclosed in accordance with applicable policies, procedures, and regulations. There are no family relationships among any of our directors or executive officers.”
Read it in the proxy ↗
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“In May 2025, we entered into a cooperation agreement with Elliott Investment Management L.P., as described in the section entitled “Evaluation and Nomination of Director Candidates” on page 34. Director Marc Steinberg is affiliated with Elliott.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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