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 | ||||||