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Strong director support at Honeywell (NASDAQ: HON) 2026 vote

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Honeywell International Inc. held its Annual Meeting of Shareowners on May 22, 2026 and reported the voting results. Shareowners elected 12 directors, each receiving over 442 million votes in favor, with opposition ranging up to about 35 million votes and substantial broker non-votes recorded.

Several other proposals were also considered. One proposal received 445,365,387 votes for and 31,184,267 against, while another drew 539,328,514 votes for and 5,581,867 against. A separate proposal was not approved, receiving 152,897,633 votes for and 323,102,671 votes against, plus broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Director with highest for votes 473,961,878 votes For Indra K. Nooyi director election at May 22, 2026 meeting
Lowest director for votes 442,320,024 votes For D. Scott Davis director election at May 22, 2026 meeting
Proposal support example 445,365,387 for vs 31,184,267 against Proposal with broker non-votes of 66,560,788 at May 22, 2026 meeting
Highly supported proposal 539,328,514 for vs 5,581,867 against Proposal voted at May 22, 2026 shareowner meeting
Another supported proposal 533,779,509 for vs 9,513,554 against Proposal voted at May 22, 2026 shareowner meeting
Failed proposal votes 152,897,633 for vs 323,102,671 against Proposal not approved, with 3,293,169 abstain and 66,560,788 broker non-votes
Annual Meeting of Shareowners financial
"Honeywell International Inc. (the “Company”) held its Annual Meeting of Shareowners on May 22, 2026."
Proxy Statement regulatory
"The following matters set forth in our Proxy Statement dated April 10, 2026 were voted upon."
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
Broker Non Votes financial
"For | Against | Abstain | Broker Non Votes 445,365,387 | 31,184,267 | 2,743,819 | 66,560,788"
Emerging Growth Company regulatory
"Emerging Growth Company Honeywell International Inc. (the “Company”) held its Annual Meeting of Shareowners"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Senior Notes financial
"3.375% Senior Notes due 2030 | HON 30 | The Nasdaq Stock Market LLC"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
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HONEYWELL INTERNATIONAL INC false 0000773840 0000773840 2026-05-22 2026-05-22 0000773840 us-gaap:CommonStockMember 2026-05-22 2026-05-22 0000773840 hon:EuroNotes3.375Due2030Member 2026-05-22 2026-05-22 0000773840 hon:M0.750SeniorNotesDue20322Member 2026-05-22 2026-05-22 0000773840 hon:M3.750SeniorNotesDue20321Member 2026-05-22 2026-05-22 0000773840 hon:EuroNotes4125Due2034Member 2026-05-22 2026-05-22 0000773840 hon:EuroNotes3.75Due2036Member 2026-05-22 2026-05-22

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 - May 22, 2026

(Date of earliest event reported)

HONEYWELL INTERNATIONAL INC.

(Exact name of Registrant as specified in its Charter)

 

Delaware   1-8974   22-2640650

(State or other jurisdiction of

incorporation)

  (Commission File Number)  

(I.R.S. Employer Identification

Number)

 

855 S. MINT STREET, CHARLOTTE, NC   28202
(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

Common Stock, par value $1 per share

  

HON

  

The Nasdaq Stock Market LLC

3.375% Senior Notes due 2030

  

HON 30

  

The Nasdaq Stock Market LLC

0.750% Senior Notes due 2032

  

HON 32

  

The Nasdaq Stock Market LLC

3.750% Senior Notes due 2032

  

HON 32A

  

The Nasdaq Stock Market LLC

4.125% Senior Notes due 2034

  

HON 34

  

The Nasdaq Stock Market LLC

3.750% Senior Notes due 2036    HON 36    The Nasdaq Stock Market LLC

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 5.07

Submission of Matters to a Vote of Security Holders

Honeywell International Inc. (the “Company”) held its Annual Meeting of Shareowners on May 22, 2026. The following matters set forth in our Proxy Statement dated April 10, 2026 (the “2026 Proxy Statement”), which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, were voted upon with the results indicated below.

 

  1.

The nominees listed below were elected directors with the respective votes set forth opposite their names:

 

   

For

 

Against

 

Abstain

 

Broker Non Votes

Duncan B. Angove

  464,139,182   13,755,159   1,399,132   66,560,788

Craig Arnold

  467,967,662    9,706,396   1,619,415   66,560,788

William S. Ayer

  471,293,549    6,686,318   1,313,606   66,560,788

D. Scott Davis

 

442,320,024

 

35,331,436

 

1,642,013

 

66,560,788

Deborah Flint

 

465,896,618

 

11,846,697

 

1,550,158

 

66,560,788

Vimal Kapur

 

464,838,820

 

13,164,230

 

1,290,423

 

66,560,788

Michael W. Lamach

 

466,514,007

 

11,064,449

 

1,715,017

 

66,560,788

Grace Lieblein

 

457,043,389

 

21,000,828

 

1,249,256

 

66,560,788

Indra K. Nooyi

 

473,961,878

 

 4,048,561

 

1,283,034

 

66,560,788

Marc Steinberg

 

471,483,730

 

 6,429,528

 

1,380,215

 

66,560,788

Robin Watson

 

472,404,726

 

 5,585,489

 

1,303,258

 

66,560,788

Stephen Williamson

 

473,170,813

 

 4,725,167

 

1,397,493

 

66,560,788

 

  2.

The shareowners approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement. The voting results are set forth below:

 

For

 

Against

 

Abstain

 

Broker Non Votes

445,365,387

  31,184,267   2,743,819   66,560,788

 

  3.

The shareowners approved the appointment of Deloitte & Touche LLP as independent accountants for 2026. The voting results are set forth below:

 

For

 

Against

 

Abstain

539,328,514

  5,581,867   943,880

 

  4.

The shareowners approved the Reverse Stock Split Proposal. The voting results are set forth below:

 

For

 

Against

 

Abstain

533,779,509

  9,513,554   2,561,198

 

  5.

The shareowners did not approve the shareowner proposal titled “Shareholder right to Act by Written Consent.” The voting results are set forth below:

 

For

 

Against

 

Abstain

 

Broker Non Votes

152,897,633

  323,102,671   3,293,169   66,560,788


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: May 27, 2026       HONEYWELL INTERNATIONAL INC.
      By: /s/ Su Ping Lu
      Su Ping Lu
     

Senior Vice President, General Counsel and

Corporate Secretary

FAQ

What did Honeywell (HON) announce from its May 22, 2026 annual meeting?

Honeywell reported the results of its May 22, 2026 Annual Meeting of Shareowners. Shareowners elected 12 directors and voted on several additional proposals, including one that did not pass, as detailed by specific for, against, abstain, and broker non-vote totals.

Were Honeywell (HON) directors re-elected at the 2026 annual meeting?

Yes, 12 Honeywell directors were elected at the 2026 annual meeting. Each nominee, including Vimal Kapur and Indra K. Nooyi, received strong majority support, with for votes generally in the mid- to high-400 million range and much smaller against and abstain totals.

Which Honeywell director received the most support in the 2026 vote?

Indra K. Nooyi received the highest support, with 473,961,878 votes for. Against votes totaled 4,048,561 and abstentions were 1,283,034, along with 66,560,788 broker non-votes, indicating particularly strong shareowner backing compared with other director nominees.

Did any proposal fail at Honeywell’s 2026 shareowner meeting?

Yes, one proposal was not approved by shareowners. It received 152,897,633 votes for and 323,102,671 votes against, with 3,293,169 abstentions and 66,560,788 broker non-votes, showing significantly more opposition than support on that specific matter.

How did Honeywell shareowners vote on a key management proposal in 2026?

One proposal drew 445,365,387 votes for and 31,184,267 against, with 2,743,819 abstentions and 66,560,788 broker non-votes. These figures reflect broad support among voting shareowners, although the filing excerpt does not label the specific subject of that proposal.

What were the highest supporting vote totals for Honeywell 2026 proposals?

Two proposals received notably high support, with 539,328,514 votes for (versus 5,581,867 against) and 533,779,509 votes for (versus 9,513,554 against). Both also recorded smaller abstain counts, suggesting clear backing among participating shareowners for these items.

Filing Exhibits & Attachments

4 documents