HONEYWELL INTERNATIONAL INC (HON)
Sector: Industrials
2026 Annual Meeting Analysis
HONEYWELL INTERNATIONAL INC · Meeting: May 22, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
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.
Say on Pay
✓ FORCEO
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 Ratification
✓ FORAuditor
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.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareowner Proposal — Shareholder Right to Act by Written Consent
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.
Overall Assessment
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.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing