eightk.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date of
Report (Date of earliest event reported): April 21, 2009
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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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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(e) On
April 21, 2009, the Organization and Compensation Committee of the Board of
Directors of Textron revised the selection and weighting of performance metrics
under the previously-approved annual and long-term incentive compensation
program for 2009. These changes are applicable to all
performance-based awards granted in 2009, including awards to Textron’s
executive officers. The revisions are intended to further focus
executives on Textron’s cash efficiency goals, which are of primary importance
given the current economic climate, by giving greater weight to achieving cash
efficiency targets. They also reflect the Committee’s decision to
suspend enterprise return on invested capital as a performance measure to allow
for increased focus on cash efficiency.
Long-term
incentive payments to executive officers in respect of performance cash units
and performance share units granted in 2009 under the Textron Inc. 2007
Long-Term Incentive Plan, as amended, will be based on the
following:
·
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Achieving
earnings per share
targets: 50%
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·
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Achieving
cash efficiency
targets: 50%
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Incentive
payments to executive officers for 2009 under the Textron Inc. Short-Term
Incentive Plan, as amended, will be based on the following:
·
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Achieving
earnings per share
target: 45%
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·
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Achieving
workforce diversity
target: 5%
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·
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Achieving
cash efficiency
target:
50%
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Performance
targets previously set by the Committee for each of the above categories remain
the same.
For
clarification, as part of the Committee’s recent decision (reported in our
Current Report on Form 8-K filed on February 27, 2009) to grant long-term
compensation awards in part in the form of performance cash units, the
previously-announced one-time grants of cash-settled restricted stock units made
to Scott C. Donnelly and Richard Yates, who serve as the Company’s President and
acting Chief Financial Officer, Senior Vice President and Corporate Controller,
respectively, were made approximately 54% in performance cash units and 46% in
restricted stock units, instead of being made solely in the form of restricted
stock units, as originally reported. The treatment of these grants
was consistent with all other 2009 annual long-term incentive
grants. The change in the format of these grants to include both
performance cash units and restricted stock units, effective as of February 27,
2009, does not change the total award values approved by the Committee in
January, but increases the extent to which Messrs. Donnelly’s and Yates’
compensation is tied to performance-based
arrangements.
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: April
27, 2009
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By:
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/s/
Terrence O’Donnell
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Terrence
O’Donnell
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Executive
Vice President and General Counsel
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