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2015 Proxy Statement and Notice of Annual Meeting of Shareowners Extending Competitive Advantage with Hos Gold

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2015 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF SHAREOWNERS EXTENDING COMPETITIVE ADVANTAGE WITH HOS GOLD What is HOS Gold? In 2014, we publicly announced the creation of HOS Gold, an end-to-end business management process focused on customers and markets, strategy development and execution, robust management, standardized work and cross functional engagement. HOS HOS Gold integrates all of Gold focuses on growing sales and becoming more productive, integrating all of our major our major internal process internal process initiatives into a total business initiatives into a total operating system. We believe that HOS Gold is a competitive business operating system. differentiator that will enable us to deliver sustainable, exceptional financial and operating performance. HOS Gold is one of the reasons we are confident in our ability to achieve 4-6% annual organic sales growth and 45–75 basis points of annual segment margin expansion as set forth in our 2018 Goals. Organizational Pricing Efficiency (OEF) Excellence Inventory Strategic Working Sales, Marketing Capital Functional Inventory & Program Transformation Operations Optimization Planning X-MATRIX B Velocity M Honeywell R E E T Operating A Product S K ™ Y Development T System S H G R N O I U HOS T G A H R E O GOLD P B J O E T C T N I E VE M Honeywell S GE Cycle Time A User Experience MAN Procurement Becoming Optimization Six Sigma/Lean Software The Chinese (CMMI Level 5) Competitor Other Process High Growth Improvements Regions 79027_inside_front_cover.indd 1 2/25/15 3:34 PM March 12, 2015 To Our Shareowners: You are cordially invited to attend the Annual Meeting of Shareowners of Honeywell, which will be held at 10:30 a.m. on Monday, April 27, 2015 at our headquarters, 101 Columbia Road, Morris Township, New Jersey. The accompanying notice of meeting and proxy statement describe the matters to be voted on at the meeting. At this year’s meeting, you will be asked to elect directors, approve the appointment of the independent accountants, cast an advisory vote to approve executive compensation and consider three shareowner proposals. The Board of Directors recommends that you vote FOR Proposals 1, 2, and 3 and AGAINST Proposals 4, 5 and 6. YOUR VOTE IS IMPORTANT. We encourage you to read the proxy statement and vote your shares as soon as possible. Shareowners may vote via the Internet, by telephone, by completing and returning a proxy card or by scanning the QR code provided on the next page in the Notice of Annual Meeting of Shareowners or on the proxy card. Specific voting instructions are set forth in the proxy statement and on both the Notice of Internet Availability of Proxy Materials and proxy card. On behalf of the Board of Directors, I want to thank you for your continued support of Honeywell. Sincerely, David M. Cote Chairman and Chief Executive Officer TABLE OF CONTENTS Proxy Summary .............................................................................................................................i-v Proposal No. 1: Election of Directors ...............................................................................................1 Corporate Governance .....................................................................................................................8 • Board Of Directors ...........................................................................................................................................................8 • Board Committees...........................................................................................................................................................9 • Board’s Role In Risk Oversight ......................................................................................................................................12 • Director Independence ..................................................................................................................................................13 • Identification And Evaluation Of Director Candidates ...................................................................................................14 • Director Orientation And Continuing Education............................................................................................................15 • Director Attendance At Annual Meetings ......................................................................................................................15 • Director Compensation..................................................................................................................................................15 • Certain Relationships And Related Transactions..........................................................................................................18 Stock Ownership Information.........................................................................................................20 Section 16(a) Beneficial Ownership Reporting Compliance............................................................21 SEC Filings and Reports.................................................................................................................21 Sustainability and Corporate Responsibility ..................................................................................21 Political Contributions and Activities .............................................................................................23 Shareowner Outreach and Engagement.........................................................................................23 Executive Compensation ................................................................................................................26 • Compensation Discussion And Analysis........................................................................................................................27 • Management Development And Compensation Committee Report.............................................................................61 • Compensation Committee Interlocks And Insider Participation ..................................................................................61 • Summary Compensation Table......................................................................................................................................62 • Grants Of Plan-Based Awards—Fiscal Year 2014 .........................................................................................................64 • Outstanding Equity Awards At 2014 Fiscal Year-End ....................................................................................................65 • Option Exercises And Stock Vested—Fiscal Year 2014..................................................................................................68 • Pension Benefits ............................................................................................................................................................69 • Nonqualified Deferred Compensation—Fiscal Year 2014 .............................................................................................72 • Potential Payments Upon Termination Or Change In Control ......................................................................................75 Audit Committee Report.................................................................................................................82 Other Proposals .............................................................................................................................83 • Proposal No. 2: Approval Of Independent Accountants ................................................................................................83 • Proposal No. 3: Advisory Vote To Approve Executive Compensation ............................................................................85 Shareowner Proposals...................................................................................................................86 • Proposal No. 4: Independent Board Chairman .............................................................................................................86 • Proposal No. 5: Right To Act By Written Consent..........................................................................................................89 • Proposal No. 6: Political Lobbying And Contributions ..................................................................................................91 Voting Procedures ..........................................................................................................................93 Attendance at the Annual Meeting .................................................................................................95 Other Information ..........................................................................................................................96 Appendix: Reconciliation of Non-GAAP Financial Measures.........................................................A-1 Recent Awards.......................................................................................................Inside Back Cover Reconciliation of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this proxy statement, other than as part of disclosure of target levels, can be found in the Appendix. The Long-Term Targets referenced in the Compensation Discussion and Analysis section of this proxy statement represent forward-looking statements that are based on management’s assumptions and assessments and are not guarantees of future performance.
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