Resideo Technologies Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eleven directors to the Board for one-year terms; all nominees are incumbent directors standing for re-election.

2. 2

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding 'Say-on-Pay' advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.

   More detail

   This advisory 'Say-on-Pay' asks shareholders to approve the overall compensation of Resideo’s Named Executive Officers as described in the proxy. Management seeks shareholder endorsement to validate its executive pay philosophy that emphasizes pay-for-performance, using annual incentives tied to net revenue and operating income margin and long‑term incentives that are 50% performance-based (rTSR and ROIC) with three-year performance periods. The Compensation and Human Capital Management Committee retained an independent consultant and engaged with large shareholders in 2025; it argues the design balances retention, pay competitiveness, and alignment with shareholder outcomes by weighting long‑term awards toward performance measures while maintaining time‑based RSUs for retention. Because the vote is advisory, the Board will not be bound by the result but intends to consider the outcome and investor feedback in future program design. The Board’s recommendation in favor is supported by disclosure that the company delivered record revenue and adjusted metrics in 2025, and that the executive compensation program includes governance safeguards (clawback, double‑trigger CIC protections, stock ownership guidelines, anti‑hedging). Key contextual items include the announced ADI Spin‑Off, CEO succession planning, and special one‑time awards (e.g., retention grants) that management views as necessary during executive transitions. Investors should weigh the program’s link to multi‑year ROIC and relative TSR against the use of special grants and the level of CEO pay relative to realized performance. Given the program’s structure, a shareholder vote in favor signals support for the Committee’s approach to balancing short‑term operational incentives with multi‑year strategic performance metrics, while a vote against would be a directional signal for the Board to revisit plan design, disclosure, or specific pay decisions.

3. 3

   Ratification of the Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Resideo’s independent registered public accounting firm for 2026.

4. 4

   Shareholder Right to Act by Written Consent

   Shareholder — John CheveddenBoard: AGAINST

   Shareholder proposal requesting that the Board take steps to permit shareholders to act by written consent (allowing shareholders holding the minimum votes necessary to adopt actions without a meeting); proposed by John Chevedden.

   More detail

   This shareholder proposal, submitted by John Chevedden, requests that Resideo's Board permit shareholders to act by written consent at the minimum vote threshold equivalent to what would be required at a meeting where all shareholders were present and voting, and asks that no unnecessary ownership‑length or holding‑method restrictions be imposed. The proponent argues written consent is a timely governance tool that can compensate for Resideo’s high 25% special‑meeting threshold and would allow shareholders to address urgent governance or operational issues without waiting for an annual meeting, pointing to 2025 events (large charges, termination payment to Honeywell, a 24% single‑day stock decline, ERP implementation problems at ADI, higher SG&A/R&D) as examples where quicker shareholder action might have been useful. The Board opposes, arguing written consent can enable a majority acting without broad shareholder notice or discussion, risk short‑term or borrowed‑share activism, and impose administrative burdens; the Board highlights existing mechanisms (25% special meeting right, proxy access, annual director elections, say‑on‑pay, independent board/committee leadership, shareholder engagement) as appropriate and sufficient. Key governance tradeoffs include responsiveness and shareholder empowerment versus the risk of disenfranchising shareholders who are not given notice or the opportunity to participate, increased potential for conflicting or duplicative solicitations, and the possibility of fractured governance caused by transient share positions. In evaluating the proposal, sophisticated analysts should weigh whether the present 25% special meeting threshold and other governance mechanisms materially impair shareholder recourse given Resideo’s recent strategic events (ADI spin‑off, CEO succession) and whether written consent would materially improve shareholder oversight without introducing disproportionate risk of opportunistic actions. The Board’s stated opposition centers on protecting collective shareholder deliberation and disclosure practices that accompany formal meetings; a vote for the proposal would signal shareholders favoring faster, minority‑initiated corporate actions, while a vote against preserves the Company’s status quo balance between access and protection against minority control.

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When is the Resideo Technologies Inc 2026 annual meeting?

Resideo Technologies Inc (REZI) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Resideo Technologies Inc 2026 meeting?

The record date for the Resideo Technologies Inc 2026 meeting is Tuesday, April 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Resideo Technologies Inc's 2026 meeting?

The board is presenting 11 director nominees at the Resideo Technologies Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Resideo Technologies Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Resideo Technologies Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.