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 – December 4, 2019
(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 | ||
* The common stock is also listed on the London Stock Exchange
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 December 4, 2019, Mr. Jaime Chico Pardo communicated his intent to retire from the Board of Directors of Honeywell International Inc. (the “Company”). Mr. Chico Pardo’s retirement will be effective as of April 27, 2020, and he will continue to serve as the Company’s Lead Director until such date.
On December 6, 2019, the Board elected independent director Mr. D. Scott Davis to succeed Mr. Chico Pardo as the Company’s Lead Director, effective as of April 27, 2020, to serve until the Company’s 2022 annual meeting of shareowners.
A copy of the press release issued by the Company regarding Mr. Chico Pardo’s retirement and Mr. Davis’ election is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 |
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: | December 6, 2019 | HONEYWELL INTERNATIONAL INC. | |||
By: /s/ Victor J. Miller | |||||
Victor J. Miller | |||||
Vice President, Deputy General Counsel and Corporate Secretary | |||||
Exhibit 99.1
Contacts: | |
Media | Investor Relations |
Nina Krauss | Mark Bendza |
(704) 627-6035 | (704) 627-6200 |
nina.krauss@honeywell.com | mark.bendza@honeywell.com |
JAIME CHICO PARDO ANNOUNCES RETIREMENT FROM HONEYWELL BOARD, D. SCOTT DAVIS APPOINTED AS NEW INDEPENDENT LEAD DIRECTOR
Chico Pardo, who is President and CEO of ENESA, has served on the Board of Honeywell International Inc. since December 1999, and has served as independent Lead Director since January 2016
Davis, who is retired Chairman and CEO of UPS, has served on Honeywell’s Board since 2005
CHARLOTTE, N.C., December 6, 2019 -- Honeywell (NYSE: HON) today announced that Jaime Chico Pardo, 69, a 20-year member of its Board of Directors who has served as independent Lead Director since 2016, will retire from the Board effective at the time of the next Annual Shareowners Meeting on April 27, 2020. At that time, he will be succeeded as independent Lead Director by D. Scott Davis, 67, a 14-year Honeywell Board member who has chaired the Management Development and Compensation Committee (MDCC) since 2010. Davis also chaired the Honeywell Audit Committee from 2006-2010.
“Jaime has been instrumental in the transformation of Honeywell over the past two decades into one of the world’s largest, most admired and successful industrial companies, and his leadership and strategic contributions have laid the groundwork for our active transformation into a software-industrial company,” said Honeywell Chairman and Chief Executive Officer Darius Adamczyk. “While serving with tireless commitment with four CEOs, Jaime helped Honeywell globalize and bring its offerings to many new markets. He was relentless in opening doors to pursue new customer relationships, many of which have been very fruitful and sustaining. On a personal note, Jaime was instrumental in my transition into my current role through his deep understanding of the company and through his outstanding communication and leadership skills, which have helped align broad sets of stakeholders in support of our key business strategies. I am grateful for everything Jaime has done to make Honeywell the highly successful company that it is today.”
Adamczyk continued: “In Scott Davis, we have another world-class business leader with significant expertise in management, strategy, finance and operations gained over his distinguished career at UPS. He has led global organizations in regulated industries that are aligned with Honeywell’s strategic end markets and where innovation is a critical enabler. He also led the transformation of UPS into a technology company. As Honeywell MDCC Chair, Scott consistently set the right tone for our culture of integrity and ethics at Honeywell. Scott is well-regarded by his fellow Board members and has the utmost respect of our management team. I have no doubt he will continue to contribute significantly to Honeywell’s ability to outperform its peers and deliver unparalleled value to our customers.”
Chico Pardo was elected as a Board member to the former Honeywell, Inc., in September 1998, and was elected on December 1, 1999, to the new Board for Honeywell International Inc. at the time of the AlliedSignal-Honeywell merger. He served on the Retirement Plans Committee from 1999 until it was dissolved in 2019. He was elected to the Corporate Governance and Responsibility Committee in 1999 and remains a member through his retirement date.
In addition, Chico Pardo became Honeywell’s independent Lead Director on January 1, 2016, and was re-elected on December 8, 2017. Honeywell’s independent Lead Director plays an important role in the company’s governance structure, serving as de facto leader of the independent Directors and as the single focal point charged with ensuring that the Board as a whole is providing appropriate independent oversight of management. Over the past several years, the Board has continually taken action to strengthen the role of independent Lead Director.
Outside of Honeywell’s Board, Chico Pardo has served as President and Chief Executive Officer of ENESA, S.A. de C.V., a private fund that invests in the Mexican energy and health sectors since 2010. He previously served as Co-Chairman of the Board of Telefonos de Mexico, S.A.B. de C.V. (TELMEX), a telecommunications company based in Mexico City. He also held additional senior management positions in telecommunications, manufacturing and investment banking.
Davis held a series of senior leadership positions over three decades at United Parcel Service, Inc., a leading global provider of package delivery, specialized transportation and logistics services. He served as Chairman and Chief Executive Officer from January 1, 2008, to September 2014, and after that served nearly two additional years as Non-Executive Chairman of UPS. Prior to joining UPS, Davis was Chief Executive Officer of II Morrow Inc., a technology company and developer of general aviation and marine navigation instruments.
Honeywell (www.honeywell.com) is a Fortune 100 technology company that delivers industry specific solutions that include aerospace products and services; control technologies for buildings and industry; and performance materials globally. Our technologies help everything from aircraft, buildings, manufacturing plants, supply chains, and workers become more connected to make our world smarter, safer, and more sustainable. For more news and information on Honeywell, please visit www.honeywell.com/newsroom.