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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 (Date of earliest event reported): October
22, 2025
TEXTRON
INC.
(Exact name of Registrant as specified in its
charter)
| Delaware |
|
1-5480 |
|
05-0315468 |
(State
of
Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
40
Westminster Street, Providence, Rhode
Island 02903
(Address of principal
executive offices)
Registrant’s
telephone number, including area code: (401)
421-2800
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Common
Stock – par value $0.125 |
|
TXT |
|
New
York Stock Exchange |
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 (see General Instructions A.2.
below):
¨ 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))
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. |
(b) (c) (d) On October 22, 2025, the
Board of Directors (the “Board”) of Textron Inc. (the “Company”) appointed Lisa M. Atherton, the
Company’s current President and CEO of the Company’s Bell segment, as the next President and Chief Executive Officer of
the Company and as a member of the Board, both to be effective January 4, 2026. Ms. Atherton will not serve on any of the Committees
of the Board.
Ms. Atherton will succeed Scott C. Donnelly
as the Company’s President and Chief Executive Officer. Mr. Donnelly will continue to serve as Chairman of the Board and, effective
January 4, 2026, will become Executive Chairman of the Board.
Ms. Atherton, 51, joined the Company in 2007
and has held positions of increasing responsibility, most recently as the President and CEO of Bell, a position to which she was appointed
in April 2023 after joining Bell as Chief Operating Officer in January 2023. From 2017 until January 2023, Ms. Atherton lead the Company’s
Textron Systems segment as its President and CEO. She has served on Board of Directors of Southwest Airlines since 2024.
In
connection with her appointment, the Company and Ms. Atherton entered into a letter agreement pursuant to which, as compensation for her
new role as President and Chief Executive Officer, Ms. Atherton will receive an annual base salary of $1.3M and target annual incentive
compensation of 150% of her base salary, effective January 4, 2026. Ms. Atherton will also participate in the Company’s long-term
incentive compensation program for executive officers and will receive a long-term incentive compensation award for 2026 with a target
value on the grant date of $10M. This award will consist of the same mix of performance share units, restricted stock units, and stock
options as received by the other executive officers and will be granted on the same day as the Company’s annual executive LTI awards
are granted to other Company officers. Ms. Atherton will be eligible for severance benefits under the terms and conditions of the Severance
Plan for Textron Key Executives (the “Plan”), provided that she would be entitled to lump sum severance payments in amounts
greater than those provided by the Plan, as follows: (i) in the event of a not for cause termination, a severance payment of two times
the severance payment provided by the Plan and (ii) in the event of a termination within two years following a change in control, a severance
payment of three times the severance payment provided by the Plan. She also will be eligible to participate in Textron’s
other benefit plans and programs for key executives, all in a manner and on terms and conditions similar to Textron’s other executive
officers. The foregoing description is a summary of the compensation arrangements with Ms. Atherton and is qualified by reference to her
letter agreement which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Mr.
Donnelly will continue as an executive officer of the Company, serving as Executive Chairman. As compensation for this role, Mr. Donnelly
will receive an annual base salary of $1.485M and target annual incentive compensation of 170% of his base salary, effective January 4,
2026. For 2026, Mr. Donnelly will receive a long-term incentive compensation award with a target value on the grant date of $4.8M in the
same mix of performance share units, restricted stock units, and stock options as other executive officers. As Executive Chairman, he
also will continue to be eligible to participate in Textron’s other benefit plans and programs for key executives, all in a manner
and on terms and conditions similar to Textron’s other executive officers. He also will continue to receive certain perquisites
consistent with those provided to him while serving as CEO.
A copy of the press release issued by the
Company regarding these matters is filed herewith as Exhibit 99.1.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 22, 2025, the Board approved an amendment to the Company’s amended and restated by-laws (the “Amendment”) of the Company, to
be effective immediately. The Amendment was adopted to accommodate the appointment of an Executive Chairman of the Board who shall be
an executive officer of the Company, distinct from the Chief Executive Officer, and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.
The preceding description is qualified in its entirely
by reference to the Amendment which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits:
The following exhibits are filed herewith:
Exhibit
Number |
|
Description |
| 3.1 |
| Amendment No. 1 to Amended and Restated By-Laws of Textron Inc. |
| 10.1 |
| Letter Agreement, dated as of October 22, 2025, between Textron Inc. and Lisa Atherton. |
| 99.1 |
| Press release dated October 22, 2025 |
| 104 |
| Cover Page Interactive Data File (embedded within the Inline
XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | TEXTRON INC. |
| | |
| | By: | /s/ E. Robert Lupone |
| | | E. Robert Lupone |
| | | Executive Vice President, General Counsel And Secretary |
Date: October 22, 2025
