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): February 24,
2009
TEXTRON
INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
|
I-5480
|
|
05-0315468
|
|
(State
of
|
|
(Commission
File Number)
|
|
(IRS
Employer
|
|
Incorporation)
|
|
|
|
Identification
Number)
|
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))
|
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
(e) On
February 24, 2009, the Organization and Compensation Committee of the Board of
Directors of Textron revised design elements of the previously- approved
long-term incentive compensation program for 2009 (described in our Current
Report on Form 8-K filed on January 23, 2009) with respect to Textron’s
executive officers.
For 2009
awards under the Textron Inc. 2007 Long-Term Incentive Plan (amended and
restated as of May 1, 2007), as amended, a new award type of performance cash
units will be included in addition to the performance share units, restricted
stock units and stock options previously approved. The addition of
this new award type does not change the total award values previously approved
by the Committee. The mix of grant types will be redistributed such
that approximately 54% of the award value for each executive officer will be in
the form of performance cash units, approximately 25% in the form of performance
share units, approximately 14% in the form of restricted stock units and
approximately 7% in the form of stock options. In addition, the
Committee has added total shareholder return as a metric for the performance
share units.
The
performance cash units, which are not tied to share price and are payable in
cash at the end of a three-year performance period, will be granted for the
2009-2011 cycle. Payouts under these awards and the performance share
units to be 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, each of which will be set annually, combined
with an ability for the Committee to exercise negative discretion linked to
total shareholder return over the entire three-year performance
period. The maximum payout on performance cash units and performance
share units will be 150%.
Item
8.01 Other
Events
Textron
announced that it has reached a definitive agreement to sell HR Textron, an
operating unit within its Textron Systems segment, to Woodward Governor Company
for $365 million in an all-cash transaction. The transaction is
expected to be completed early in the second quarter, subject to certain closing
conditions and completion of pending regulatory reviews. The sale is
expected to generate approximately $265 million in net, after-tax cash
proceeds.
A copy of
the related press release is attached as Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
The following exhibit is filed
herewith:
Exhibit
Number Description
99.1 Press
release dated February 27, 2009.
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.
|
|
TEXTRON
INC.
|
|
|
(Registrant)
|
|
|
|
|
Date: February
27, 2009
|
By:
|
/s/
Terrence O’Donnell
|
|
|
|
Terrence
O’Donnell
|
|
|
|
Executive
Vice President and General Counsel
|
EXHIBIT
INDEX
Exhibit
No.
Description
99.1 Press
release dated February 27, 2009.