Sector: Industrials
HONEYWELL INTERNATIONAL INC · Meeting: May 22, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
CEO and Chairman with 3 years of tenure; HON's 3-year return of +40% trails the peer group median by 31 percentage points, well below the 65-point threshold required to trigger a no vote for a strong-positive-TSR company, so no TSR flag applies.
8 years of tenure; serves on 1 public board (no overboarding); the 31-point 3-year TSR gap vs. the peer median is well under the 65-point trigger threshold, and no other policy flags apply.
Joined the board November 2025, fewer than 24 months ago, so the TSR trigger does not apply; holds 4 public board seats (Honeywell, Medtronic, Procter & Gamble, KKR), which equals but does not exceed the 4-board maximum permitted by policy.
11 years of tenure on 1 public board; the 31-point 3-year TSR peer gap is well under the 65-point trigger threshold for a company with a strong positive absolute return, and meeting attendance was reported at 97%+.
20 years of tenure on 1 public board; the 31-point 3-year TSR peer gap is well under the 65-point trigger threshold, and his CPA background satisfies audit committee financial-expertise requirements.
6 years of tenure on 1 public board (no overboarding); the 31-point 3-year TSR peer gap is well under the 65-point trigger threshold, and no other policy flags apply.
2 years of tenure; sits on 4 public boards (Honeywell, PPG Industries, Nucor, Columbus McKinnon), which equals but does not exceed the policy maximum; the 31-point TSR peer gap is well under the 65-point trigger threshold.
13 years of tenure on 2 public boards; the 31-point 3-year TSR peer gap is well under the 65-point trigger threshold, and no other policy flags apply.
Joined the board January 1, 2026, fewer than 24 months ago, so the TSR trigger does not apply; sits on 3 public boards (Honeywell, Amazon, Royal Philips), within the policy maximum.
Joined the board May 31, 2025, fewer than 24 months ago, so the TSR trigger does not apply; sits on 3 public boards (Honeywell, Pinterest, Etsy), within the policy maximum.
3 years of tenure on 1 public board; the 31-point 3-year TSR peer gap is well under the 65-point trigger threshold, and no other policy flags apply.
1 year of tenure on 1 public board; joined within 24 months so the TSR trigger does not apply, and his background as a former CFO and chartered accountant satisfies audit committee financial-expertise requirements.
All 12 director nominees receive a FOR vote. Honeywell's 3-year stock return of +40% trails the disclosed compensation peer group median by 31 percentage points, which is below the 65-point threshold required to trigger an against vote for a company with a strong positive absolute return. Two nominees (Arnold and Nooyi) joined within the past 24 months and are exempt from the TSR trigger. No overboarding, attendance, independence, or familial-relationship flags were identified for any nominee. The board discloses a skills matrix and maintains strong governance practices.
CEO
Vimal Kapur
Total Comp
$20,381,435
Prior Support
93%%
CEO Vimal Kapur received total compensation of approximately $20.4 million in 2025, which is within a reasonable range for a CEO of a $149 billion diversified industrials company undergoing a major strategic separation; no benchmark data indicates pay is more than 20% above the market reference for this role and size. The pay structure is heavily weighted toward variable compensation — roughly 80% of total pay consists of annual cash incentives, performance stock awards tied to multi-year financial metrics and relative total shareholder return, stock options that only pay out if the stock price rises, and restricted stock units — well above the 50-60% variable-pay threshold required by policy. The prior year Say on Pay vote received over 93% shareholder support, a strong endorsement with no remediation concern, and the company has a meaningful clawback policy meeting SEC and Nasdaq requirements.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include a complete auditor fee table with specific dollar amounts for audit fees and non-audit fees, so the non-audit fee ratio trigger cannot be evaluated; per policy, when fee data is unavailable the default vote is FOR. Deloitte is a Big 4 firm appropriate for a $149 billion industrial company. Auditor tenure is not explicitly stated in the provided filing text, so the tenure trigger cannot be confirmed and per policy no negative inference is drawn.
1 proposal submitted by shareholders
Proposal 5
The right to act by written consent is a well-established mainstream governance improvement that allows shareholders to take action between annual meetings without waiting for a formal meeting to be convened — a particularly meaningful tool for a company undergoing a major strategic separation where speed of shareholder action can matter. While Honeywell does offer shareholders the right to call a special meeting at a 15% ownership threshold, written consent is a complementary right, not a substitute, and the two can coexist; the board's opposition rests primarily on the claim that the existing special meeting right makes written consent unnecessary, but this is a weak reason to deny shareholders an additional avenue of engagement. The fact that similar proposals have been submitted six times since 2013 signals a persistent, real shareholder concern that the company has not fully resolved, and the policy framework directs support for governance structural improvements from credible filers absent a clear reason to override.
The 2026 Honeywell annual meeting presents a straightforward ballot for most proposals: all 12 director nominees receive FOR votes as no TSR trigger, overboarding, or independence flag applies to any nominee, and the executive compensation program earns a FOR given its strong variable-pay structure and 93% prior-year shareholder support. The one contested area is Proposal 5, the written consent shareholder proposal, where this analysis departs from the board's recommendation and votes FOR because written consent is a mainstream governance right that complements rather than duplicates the existing special meeting right, and persistent multi-year submissions signal unresolved shareholder concern.
18 companies disclosed in 2026 proxy filing
