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 – November 28, 2023
(Date of earliest event reported)
(Exact name of Registrant as specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
......(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 | ||||||||||||
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
On November 28, 2023, Michael W. Lamach, 60, former Chairman and Chief Executive Officer of Trane Technologies plc, was appointed to the Board of Directors of Honeywell International Inc. (the “Company”) as an independent director and member of the Audit Committee, effective December 1, 2023. Mr. Lamach will stand for re-election at the Company’s 2024 Annual Meeting of Shareowners. He will receive compensation as a non-employee director in accordance with the Company's previously-disclosed non-employee director compensation practices.
Item 7.01 Regulation FD Disclosure
The Company issued the press release attached hereto as Exhibit 99.1 with respect to the matters set forth in Item 5.02 above.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed as part of this report:
Exhibit # | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||||||
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: | November 28, 2023 | HONEYWELL INTERNATIONAL INC. | |||||||||||||||
By: /s/ Anne T. Madden | |||||||||||||||||
| Anne T. Madden | |||||||||||||||||
| Senior Vice President and General Counsel | |||||||||||||||||
Exhibit 99.1
| Contacts: | |||||
| Media | Investor Relations | ||||
| Stacey Jones | Sean Meakim | ||||
| (980) 378-6258 | (704) 627-6200 | ||||
| stacey.jones@honeywell.com | sean.meakim@honeywell.com | ||||
HONEYWELL APPOINTS MICHAEL W. LAMACH
TO BOARD OF DIRECTORS
CHARLOTTE, N.C., November 28, 2023 -- Honeywell (NASDAQ: HON) announced today that its board of directors has elected Michael W. Lamach, 60, former executive chair of Trane Technologies plc, to its board of directors as an independent director and Audit Committee member, effective December 1, 2023.
Lamach served as executive chair of Trane Technologies from July 2021 until his retirement in December 2021, having previously served as both chairman and chief executive officer following the company’s February 2020 separation from Ingersoll-Rand plc. After joining Ingersoll Rand in 2004, Lamach held several leadership roles, including chairman and chief executive officer from June 2010 to February 2020. Prior to working at Ingersoll Rand, Lamach spent 17 years in a variety of management positions at Johnson Controls International.
Lamach currently serves on the board of directors of PPG Industries, Inc. as independent lead director as well as the board of directors for Nucor Corporation.
"Mike brings a wealth of industry knowledge and customer experience to the Honeywell board," said Vimal Kapur, chief executive officer of Honeywell. "His demonstrated leadership and expertise, particularly in automation and the industry’s shift to greater energy efficiency, make him a valuable addition to our board."
Lamach holds a bachelor of science degree in engineering from Michigan State University. He also earned a master’s of business administration from Duke University, where he currently serves on the Fuqua School of Business’ board of visitors.
Honeywell is an integrated operating company serving a broad range of industries and geographies around the world. Our business is aligned with three powerful megatrends - automation, the future of aviation, and energy transition - underpinned by our Honeywell Accelerator operating system and Honeywell Connected Enterprise integrated software platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations that help make the world smarter, safer, and more sustainable. For more news and information on Honeywell, please visit www.honeywell.com/newsroom.