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): September 24,
2008
TEXTRON
INC.
(Exact
name of Registrant as specified in its charter)
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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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On
September 24, 2008, the Board of Directors of Textron Inc. (the “Company”)
approved amended and restated by-laws (the “Amended By-Laws”) of the Company, to
be effective immediately. The Amended By-Laws were adopted to (i)
revise provisions regarding advance notice of stockholder nominations and other
business, in light of recent developments under Delaware case law, to assure
that stockholders and the Company have a reasonable opportunity to consider
nominations and other business proposed to be brought before a meeting of
stockholders and to allow for full information to be distributed to
stockholders, (ii) clarify that subsequent amendments to the indemnification
provisions cannot eliminate vested rights and make certain other changes to
these provisions consistent with prevailing practices and (iii) make certain
other technical and conforming changes.
Specifically,
the substantive changes included in the Amended By-Laws are as
follows:
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Consolidating
the advance notice provisions applicable to director nominations (which
were in Section 3.03) and other business (which were in Section 2.02) into
one section (Section 2.04);
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·
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More
clearly defining the required processes for stockholders to notify the
Company of their intention to propose director nominations or other
business for consideration at a stockholders’
meeting;
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·
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Clarifying
that the advance notice by-law process is separate from the Rule 14a-8
stockholder proposal process under the federal proxy
rules;
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·
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Lengthening
the advance notice period from between 90 and 120 days before the
anniversary of the preceding year’s annual meeting to between 90 and 150
days;
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·
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Requiring
disclosure of all ownership interests, including derivatives, of a
stockholder who intends to propose director nominations or other
business;
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·
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Clarifying
that rights to indemnification and advancement of expenses vest when an
individual becomes a director, officer or employee and that subsequent
amendments to the indemnification provisions of the Amended By-Laws will
not apply retroactively to eliminate any such
rights;
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·
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Providing
that management, rather than the Board of Directors, can determine when
advancement of expenses for employees is not
appropriate;
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·
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Providing
that directors, officers and employees of the Company will have the right
to be indemnified for expenses incurred as a result of lawsuits initiated
by them only if the lawsuit was authorized by the Board of Directors or
brought to enforce rights to indemnification or advancement;
and
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·
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Providing
for mandatory indemnification of a director, officer or employee in the
event that such individual succeeds in an action against the Company
brought to enforce such individual’s indemnification or advancement
rights.
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As a
result of the Amended By-Laws, a stockholder may now submit notice of director
nominations and other business for the 2009 annual meeting of the stockholders
of the Company earlier than was stated in the Company’s 2008 Proxy
Statement. Any stockholder who intends to nominate a director
candidate or present other business (not including a proposal submitted for
inclusion in the Company’s proxy materials pursuant to Rule 14a-8 promulgated
under the Securities Exchange Act of 1934) at the 2009 annual meeting must
deliver a notice to the principal executive offices of the
Company. Such notice must be received not later than the close of
business on the 90th day nor
earlier than the close of business on the 150th day
prior to the anniversary date of the immediately preceding annual meeting of
stockholders, subject to limited exceptions if the annual meeting is more than
30 days before or more than 60 days after such anniversary. Based on
the Company’s 2008 annual meeting date of April 23, 2008, such notice must be
received by the Company no earlier than the close of business on November 24,
2008 and no later than the close of business on January 23, 2009, for the 2009
annual meeting. Such notice must comply with the applicable
requirements of the Amended By-Laws attached hereto as Exhibit 3.1.
Stockholder
proposals submitted pursuant to Rule 14a-8 promulgated under the Securities
Exchange Act of 1934 must be received by Textron on or before the close of
business on November 12, 2008 in order to be considered for inclusion in
the proxy statement and form of proxy relating to the 2009 annual meeting of
stockholders.
The
preceding description is qualified in its entirely by reference to the Amended
By-Laws of the Company which are filed herewith as Exhibit 3.1 and are
incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
The following exhibits are filed
herewith:
Exhibit
Number Description
3.1 Amended
and Restated By-Laws of Textron Inc.
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: September
26, 2008
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By:
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/s/
Frederick K. Butler
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Frederick
K. Butler, Vice President—Business Ethics and Corporate
Secretary
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