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 – June 7, 2024
(Date of earliest event reported)
(Exact name of Registrant as specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
......(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 | ||||||||||||
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 8.01 Other Events
On June 7, 2024, the Board of Directors of Honeywell International Inc. (the “Company”) changed the leadership of its Audit Committee and its Corporate Governance and Responsibility Committee as follows: (i) Michael W. Lamach was appointed to replace D. Scott Davis as Chair of the Audit Committee; Mr. Davis shall continue to serve as a member of the Audit Committee; and (ii) Mr. Davis was appointed to replace William S. Ayer as Chair of the Corporate Governance and Responsibility Committee. Mr. Ayer, as independent Lead Director, shall serve as an ex officio member of each of the Company’s standing committees: Audit Committee, Corporate Governance and Responsibility Committee and Management Development and Compensation Committee. Such appointments were effective as of June 7, 2024.
Set forth below is a list of the directors serving on the Company’s Board of Directors and their respective committee memberships following the changes described above:
Director Name | Position(s) | Committee Membership(s) | ||||||
| Duncan B. Angove | Independent Director | CGRC, MDCC | ||||||
| William S. Ayer | Independent Director (Lead Director) | Ex Officio: Audit, CGRC, MDCC | ||||||
| Kevin Burke | Independent Director | Audit | ||||||
| D. Scott Davis | Independent Director and CGRC Chair | Audit, CGRC | ||||||
| Deborah Flint | Independent Director | CGRC, MDCC | ||||||
| Vimal Kapur | Chairman and CEO | None | ||||||
| Michael W. Lamach | Independent Director and Audit Chair | Audit | ||||||
| Rose Lee | Independent Director | MDCC | ||||||
| Grace Lieblein | Independent Director and MDCC Chair | CGRC, MDCC | ||||||
| Robin L. Washington | Independent Director | Audit | ||||||
| Robin Watson | Independent Director | Audit | ||||||
Audit – Audit Committee
CGRC – Corporate Governance and Responsibility Committee
MDCC – Management Development and Compensation Committee
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: | June 11, 2024 | HONEYWELL INTERNATIONAL INC. | |||||||||||||||
By: /s/ Su Ping Lu | |||||||||||||||||
| Su Ping Lu | |||||||||||||||||
| Vice President and Corporate Secretary | |||||||||||||||||