eightk.htm
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 (Date of earliest event reported): January 16,
2009
TEXTRON
INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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I-5480
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05-0315468
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(State
of
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(Commission
File Number)
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(IRS
Employer
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Incorporation)
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Identification
Number)
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40
Westminster Street, Providence, Rhode Island 02903
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (401) 421-2800
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 (see General Instructions A.2. below):
[ ]
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))
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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(b),
(c) On January 16, 2009, the Board of Directors of
Textron Inc. (“Textron”) appointed Scott C. Donnelly to the position of
President, effective immediately. Mr. Donnelly will also
continue in his role as Chief Operating Officer of Textron as he has since he
joined Textron in June 2008.
In view
of the appointment of Mr. Donnelly, Lewis B. Campbell has relinquished the title
of President, effective January 16, 2009. Mr. Campbell will continue
in his role as Chairman and Chief Executive Officer of Textron.
Reference
is made to Textron’s Current Report on Form 8-K filed on June 30, 2008 for Mr.
Donnelly’s biographical information and for information regarding his
compensation arrangements. In addition, as a result of his
appointment to the position of President, his base salary was increased from
$850,000 to $935,000 per year, and he will also receive a one-time grant of
cash-settled restricted stock units valued at $1 million which will vest in
equal installments over the next three years and will receive dividend
equivalent payments on a quarterly basis prior to vesting.
(e)
On January 23, 2009, the Organization and Compensation Committee of the Board of
Directors of Textron approved the design of the annual and long-term incentive
compensation program for 2009 with respect to Textron’s executive officers,
including grant levels under these arrangements for such executive officers as
well as the mix of grant type and the type of metrics to be used for performance
goals for such executive officers for 2009 and for the 2009-2011 performance
share unit cycle. Other than as described herein, awards of stock
options, restricted stock units and performance share units operate on
substantially the same terms as those granted in prior years.
Incentive
payments to executive officers for 2009 under the Textron Inc. Short-Term
Incentive Plan (As amended and restated effective July 25, 2007) will be based
on the following:
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·
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Achieving
earnings per share
target: 45%
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Achieving
enterprise return on invested capital
target: 25%
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Achieving
workforce diversity
target: 5%
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Achieving
cash efficiency
target: 25%
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Target
payouts for the named executive officers range from 65% to 100% of the
executive’s base salary, and the maximum payout on these components, regardless
of how much the targets are exceeded, will be 200%.
For 2009
awards under the Textron Inc. 2007 Long-Term Incentive Plan (amended and
restated as of May 1, 2007), as amended, the mix of grant types will be
redistributed such that 15% of the grant value for each executive officer will
be awards in the form of stock options, 30% in the form of restricted stock
units and 55% in the form of performance share units. Restricted
stock units awarded in 2009 to executive officers will be settled in cash upon
vesting. These awards will also receive dividend equivalent payments
on a quarterly basis prior to vesting.
In
addition, performance share units granted for the 2009-2011 cycle will be based
50% on achievement of earnings per share targets, 25% on enterprise return on
invested capital targets and 25% on cash efficiency targets. The
Committee will set the targets for each factor annually to ensure that targets
are appropriate for the economic conditions during each year of the performance
cycle. The maximum payout on performance share units will be 150%.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
The following exhibits are filed
herewith:
Exhibit
Number Description
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99.1
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Objectives
for Executive Officers under Textron Inc. Short-Term Incentive
Plan.
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99.2
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Performance
Factors for Executive Officers for Performance Share Units under Textron
Inc. 2007 Long-Term Incentive Plan.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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TEXTRON
INC.
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(Registrant)
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Date: January
23, 2009
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By:
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/s/
John D. Butler
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John
D. Butler
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Executive
Vice President Administration and Chief Human Resources
Officer
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