Textron Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eleven director nominees named in the proxy statement to hold office until the 2027 Annual Meeting or until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as Textron’s independent registered public accounting firm for 2026.

3. 3

   Advisory Vote to Approve Textron’s Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of Textron’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This non-binding proposal asks shareholders to approve Textron’s executive compensation as disclosed in the proxy, effectively endorsing the Board and Organization and Compensation Committee’s pay design and outcomes. Management seeks approval to confirm that its pay-for-performance program — which places a substantial portion of executives’ compensation at risk via PSUs (50% of LTI), RSUs and stock options, and ties annual incentive payouts to enterprise net operating profit, manufacturing cash flow and a qualitative ESG component — is supported by shareholders. For 2025, annual incentive payouts totaled 128.6% of target and the 2023–2025 PSU cycle paid at 93.3% of target, demonstrating the program’s link to measured performance; the Compensation Committee retained independent adviser Pearl Meyer and used a talent peer group for benchmarking. Governance features intended to protect shareholder interests include clawback policies, no single-trigger change-in-control vesting, double-trigger protections for equity awards in a change-in-control, anti-hedging and pledging prohibitions, and robust share ownership requirements. The Board also discloses recent refinements to the program, such as adding an AI adoption component (5% weight) to the 2026 annual incentive in place of the prior ESG quantitative element, and emphasizes ongoing shareholder outreach and responsiveness to vote outcomes. Management argues that the program’s emphasis on long-term performance alignment, rigorous goal-setting tied to the Annual Operating Plan, and oversight by an independent committee justify a FOR recommendation. Potential investor concerns include the use of qualitative discretion (e.g., ESG scoring and qualitative AI assessments), the non-binding nature of the vote, and the magnitude of realized CEO pay driven by equity value changes; the Board states it will consider shareholder feedback and prior vote results in future decisions. In evaluating the merits, analysts should weigh the clear performance linkages and governance safeguards against areas where subjectivity or discretion could introduce variability in pay outcomes and monitor any material changes in plan metrics or outcomes over time.

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When is the Textron Inc 2026 annual meeting?

Textron Inc (TXT) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.

What is the record date for the Textron Inc 2026 meeting?

The record date for the Textron Inc 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

Shareholders will vote on 3 proposals at the Textron Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.