8-K

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 – December 4, 2019

(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)

300 SOUTH TRYON 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 New York Stock Exchange
0.650% Senior Notes due 2020	HON 20	The New York Stock Exchange
1.300% Senior Notes due 2023	HON 23A	The New York Stock Exchange
2.250% Senior Notes due 2028	HON 28A	The New York Stock Exchange

* The common stock is also listed on the London Stock Exchange

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 December 4, 2019, Mr. Jaime Chico Pardo communicated his intent to retire from the Board of Directors of Honeywell International Inc. (the “Company”). Mr. Chico Pardo’s retirement will be effective as of April 27, 2020, and he will continue to serve as the Company’s Lead Director until such date.

On December 6, 2019, the Board elected independent director Mr. D. Scott Davis to succeed Mr. Chico Pardo as the Company’s Lead Director, effective as of April 27, 2020, to serve until the Company’s 2022 annual meeting of shareowners.

A copy of the press release issued by the Company regarding Mr. Chico Pardo’s retirement and Mr. Davis’ election is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated December 6, 2019 entitled “Jaime Chico Pardo Announces Retirement From Honeywell Board, Scott Davis Appointed As New Independent Lead Director”

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:	December 6, 2019	HONEYWELL INTERNATIONAL INC.
		By: /s/ Victor J. Miller
		Victor J. Miller
		Vice President, Deputy General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Contacts:
Media	Investor Relations
Nina Krauss	Mark Bendza
(704) 627-6035	(704) 627-6200
nina.krauss@honeywell.com	mark.bendza@honeywell.com

JAIME CHICO PARDO ANNOUNCES RETIREMENT FROM HONEYWELL BOARD, D. SCOTT DAVIS APPOINTED AS NEW INDEPENDENT LEAD DIRECTOR

Chico Pardo, who is President and CEO of ENESA, has served on the Board of Honeywell International Inc. since December 1999, and has served as independent Lead Director since January 2016

Davis, who is retired Chairman and CEO of UPS, has served on Honeywell’s Board since 2005

CHARLOTTE, N.C., December 6, 2019 -- Honeywell (NYSE: HON) today announced that Jaime Chico Pardo, 69, a 20-year member of its Board of Directors who has served as independent Lead Director since 2016, will retire from the Board effective at the time of the next Annual Shareowners Meeting on April 27, 2020. At that time, he will be succeeded as independent Lead Director by D. Scott Davis, 67, a 14-year Honeywell Board member who has chaired the Management Development and Compensation Committee (MDCC) since 2010. Davis also chaired the Honeywell Audit Committee from 2006-2010.

“Jaime has been instrumental in the transformation of Honeywell over the past two decades into one of the world’s largest, most admired and successful industrial companies, and his leadership and strategic contributions have laid the groundwork for our active transformation into a software-industrial company,” said Honeywell Chairman and Chief Executive Officer Darius Adamczyk. “While serving with tireless commitment with four CEOs, Jaime helped Honeywell globalize and bring its offerings to many new markets. He was relentless in opening doors to pursue new customer relationships, many of which have been very fruitful and sustaining. On a personal note, Jaime was instrumental in my transition into my current role through his deep understanding of the company and through his outstanding communication and leadership skills, which have helped align broad sets of stakeholders in support of our key business strategies. I am grateful for everything Jaime has done to make Honeywell the highly successful company that it is today.”

Adamczyk continued: “In Scott Davis, we have another world-class business leader with significant expertise in management, strategy, finance and operations gained over his distinguished career at UPS. He has led global organizations in regulated industries that are aligned with Honeywell’s strategic end markets and where innovation is a critical enabler. He also led the transformation of UPS into a technology company. As Honeywell MDCC Chair, Scott consistently set the right tone for our culture of integrity and ethics at Honeywell. Scott is well-regarded by his fellow Board members and has the utmost respect of our management team. I have no doubt he will continue to contribute significantly to Honeywell’s ability to outperform its peers and deliver unparalleled value to our customers.”

Chico Pardo was elected as a Board member to the former Honeywell, Inc., in September 1998, and was elected on December 1, 1999, to the new Board for Honeywell International Inc. at the time of the AlliedSignal-Honeywell merger. He served on the Retirement Plans Committee from 1999 until it was dissolved in 2019. He was elected to the Corporate Governance and Responsibility Committee in 1999 and remains a member through his retirement date.

In addition, Chico Pardo became Honeywell’s independent Lead Director on January 1, 2016, and was re-elected on December 8, 2017. Honeywell’s independent Lead Director plays an important role in the company’s governance structure, serving as de facto leader of the independent Directors and as the single focal point charged with ensuring that the Board as a whole is providing appropriate independent oversight of management. Over the past several years, the Board has continually taken action to strengthen the role of independent Lead Director.

Outside of Honeywell’s Board, Chico Pardo has served as President and Chief Executive Officer of ENESA, S.A. de C.V., a private fund that invests in the Mexican energy and health sectors since 2010. He previously served as Co-Chairman of the Board of Telefonos de Mexico, S.A.B. de C.V. (TELMEX), a telecommunications company based in Mexico City. He also held additional senior management positions in telecommunications, manufacturing and investment banking.

Davis held a series of senior leadership positions over three decades at United Parcel Service, Inc., a leading global provider of package delivery, specialized transportation and logistics services. He served as Chairman and Chief Executive Officer from January 1, 2008, to September 2014, and after that served nearly two additional years as Non-Executive Chairman of UPS. Prior to joining UPS, Davis was Chief Executive Officer of II Morrow Inc., a technology company and developer of general aviation and marine navigation instruments.

Honeywell (www.honeywell.com) is a Fortune 100 technology company that delivers industry specific solutions that include aerospace products and services; control technologies for buildings and industry; and performance materials globally. Our technologies help everything from aircraft, buildings, manufacturing plants, supply chains, and workers become more connected to make our world smarter, safer, and more sustainable. For more news and information on Honeywell, please visit www.honeywell.com/newsroom.

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DOCUMENT AND ENTITY INFORMATION	Dec. 04, 2019
Cover page.
Document type	8-K
Document period end date	Dec. 04, 2019
Entity registrant name	HONEYWELL INTERNATIONAL INC
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8974
Entity Tax Identification Number	22-2640650
Entity Address, Address Line One	300 SOUTH TRYON STREET
Entity Address, City or Town	CHARLOTTE
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28202
City Area Code	704
Local Phone Number	627-6200
Entity Listings [Line Items]
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment flag	false
Entity central index key	0000773840
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $1 per share*
Trading Symbol	HON
NEW YORK STOCK EXCHANGE, INC.	NYSE
0.650% Senior Notes due 2020 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.650% Senior Notes due 2020
Trading Symbol	HON 20
NEW YORK STOCK EXCHANGE, INC.	NYSE
1.300% Senior Notes due 2023 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.300% Senior Notes due 2023
Trading Symbol	HON 23A
NEW YORK STOCK EXCHANGE, INC.	NYSE
2.250% Senior Notes due 2028 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	2.250% Senior Notes due 2028
Trading Symbol	HON 28A
NEW YORK STOCK EXCHANGE, INC.	NYSE