ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 25, 2022, the Board of Directors of Honeywell International Inc. (the
"Company") elected Mr. Vimal Kapur, age 56, to the role of President and Chief
Operating Officer of the Company, effective as of July 28, 2022. Mr. Kapur will
report to Mr. Darius Adamczyk, the Company's Chairman and Chief Executive
Officer. The President and Chief Executive Officer of each of the Company's
strategic business groups will report to Mr. Kapur. Mr. Kapur will continue to
be an executive officer of the Company and will continue to serve as the
President and Chief Executive Officer of Performance Materials and Technologies
("PMT") until a successor is named.
Mr. Kapur has served since July 2021 as President and Chief Executive Officer of
PMT. Prior to that, Mr. Kapur served as the President and Chief Executive
Officer of Honeywell Building Technologies ("HBT") from 2018 to 2021 and as the
leader of PMT's Honeywell Process Solutions business ("HPS") from 2014 to 2018.
In addition, Mr. Kapur has held several other leadership positions at the
Company, including Vice President and General Manager of HPS' Advanced Solutions
line of business and Managing Director for Honeywell Automation India Limited
(HAIL).
Pursuant to the terms of an Offer Letter dated July 26, 2022 from the Company to
Mr. Kapur (the "Offer Letter"), effective as of the date of his promotion,
Mr. Kapur will receive a base salary of $1,000,000 and a target annual incentive
compensation opportunity of 125% of base salary. In addition, Mr. Kapur has been
granted (i) non-qualified stock options with a grant date value of $700,000,
which will vest over four years, (ii) performance stock units with a grant date
value of $1,000,000 for the 2022-2024 performance period, and (iii) restricted
stock units with a grant date value of $300,000, which will vest over six years.
Each of the foregoing awards were granted pursuant to the terms of the 2016
Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the
"Stock Plan"). Mr. Kapur will continue to participate in other compensation and
benefit plans generally available to the Company's executive officers, as
further described in the Company's 2022 proxy statement.
The foregoing is a summary of certain provisions of the Offer Letter and this
summary is qualified in its entirety by reference to the Offer Letter attached
as Exhibit 10.1 hereto.
There are no arrangements or understandings between Mr. Kapur and any other
persons pursuant to which he was appointed the Company's President and Chief
Operating Officer. There is no family relationship between Mr. Kapur and any
director, executive officer, or person nominated or chosen by the Company to
become a director or executive officer of the Company. The Company has not
entered into any transactions with Mr. Kapur that would require disclosure
pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
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.
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ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Offer letter dated July 26, 2022 from Honeywell International
Inc. to Vimal Kapur.
99.1 Press Release dated July 28, 2022, entitled "Honeywell Names
Vimal Kapur President and Chief Operating Officer."
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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