<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HONEYWELL INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
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NOTICE OF
1995 ANNUAL MEETING &
PROXY STATEMENT
APRIL 18, 1995
TO OUR SHAREHOLDERS:
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS,
WHICH WILL BE HELD AT 2:00 P.M., TUESDAY, APRIL 18, 1995, AT THE MINNEAPOLIS
CONVENTION CENTER, 1301 SECOND AVENUE SOUTH, MINNEAPOLIS, MINNESOTA.
THE NOTICE OF MEETING AND THE PROXY STATEMENT THAT FOLLOW DESCRIBE THE
BUSINESS TO BE CONDUCTED AT THE MEETING. WE WILL ALSO REPORT ON MATTERS OF
CURRENT INTEREST TO OUR SHAREHOLDERS.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED AS
SOON AS POSSIBLE SO THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING. IF
YOU PLAN TO ATTEND THE MEETING IN MINNEAPOLIS, PLEASE MARK THE APPROPRIATE BOX
ON YOUR PROXY CARD AND DETACH THE ADMISSION CARD TO PRESENT AT THE MEETING.
[SIGNATURE]
MICHAEL R. BONSIGNORE
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
<PAGE>
PROXY STATEMENT
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PAGE
----
<S> <C>
NOTICE OF MEETING...................................................... 1
*ELECTION OF DIRECTORS.................................................. 2
EXECUTIVE COMPENSATION................................................. 12
*APPROVAL OF AUDITORS................................................... 21
*PROPOSED HONEYWELL SENIOR MANAGEMENT PERFORMANCE INCENTIVE PLAN........ 21
OTHER INFORMATION...................................................... 22
<FN>
* MATTERS FOR SHAREHOLDER ACTION
</TABLE>
YOUR VOTE IS IMPORTANT
Please complete, date and sign your proxy and promptly return it in the enclosed
envelope.
<PAGE>
[LOGO]
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HONEYWELL INC., HONEYWELL PLAZA, MINNEAPOLIS, MINNESOTA 55408
NOTICE OF MEETING:
The Annual Meeting of Shareholders of Honeywell Inc. ("Honeywell" or the
"Company"), a Delaware corporation, will be held at the Minneapolis Convention
Center, 1301 Second Avenue South, Minneapolis, Minnesota, Tuesday, April 18,
1995, at 2:00 p.m. for the following purposes:
1)to elect twelve directors;
2)to approve the selection of Deloitte & Touche as independent auditors;
3)to approve the Honeywell Senior Management Performance Incentive Plan;
and to transact any other business appropriate to the Annual Meeting.
Holders of Honeywell Common Stock of record at the close of business on February
17, 1995 will be entitled to vote at the meeting and any adjournments. A list of
shareholders entitled to vote at the meeting will be available during business
hours for ten days prior to the meeting at the Company's offices, Honeywell
Plaza, Minneapolis, Minnesota, for examination by any shareholder for any
purpose germane to the meeting.
By Order of the Board of Directors
March 13, 1995
[SIGNATURE]
Sigurd Ueland, Jr.
SECRETARY
1
<PAGE>
PROXY STATEMENT
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Honeywell for use at the Annual Meeting (the
"Meeting") of Shareholders. The Proxy Statement and proxy card were first sent
to shareholders on or about March 13, 1995. Please sign the enclosed proxy card
and return it promptly in the enclosed postage-prepaid envelope.
When proxies are returned properly executed, the shares represented will be
voted according to shareholders' directions. A shareholder giving a proxy has
the right to revoke it at any time before it is exercised by filing a written
revocation with the Secretary of the Company, by submitting a duly executed
proxy bearing a later date, or by attending the Meeting and voting in person.
Proxies, ballots and voting tabulations that identify the particular vote of a
shareholder are kept confidential except (i) as necessary to meet applicable
legal requirements, (ii) to allow the independent inspectors of election to
tabulate and certify the results of voting, or (iii) in the event of a proxy
solicitation in opposition to the Board of Directors based on an opposition
proxy statement filed with the Securities and Exchange Commission.
Shareholders of record at the close of business on the record date, February
17, 1995, are entitled to one vote for each share then held on each matter to
come before the Meeting. At the record date there were 127,217,807 shares of
Common Stock, par value $1.50 per share, of the Company outstanding and entitled
to be voted. Nominees for the Board of Directors who receive the largest number
of votes cast 'For' will be elected (up to the number of directors to be elected
at the Meeting). The affirmative vote of a majority of shares present in person
or by proxy at the Meeting is required for approval of any other matter; and in
accordance with Delaware law, abstentions will, and broker non-votes will not,
be counted as being present at the Meeting for this purpose.
The Board of Directors does not intend to bring up any matters for a vote
other than those set forth in the Notice of Meeting. Discretionary voting
authority regarding any other matters which may properly come before the Meeting
is conferred upon those persons named in the proxy card.
Shareholders who wish to present director nominations or bring other
business before the annual meeting must fulfill the requirements set forth in
the Company's by-laws. A copy of the relevant portion of the by-laws may be
obtained on request to the Secretary of the Company at the address listed in the
Notice of Meeting.
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ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
Twelve directors of the Company are to be elected to serve until the 1996 Annual
Meeting of Shareholders and until their successors are elected and qualified.
All of the nominees are currently directors of the Company and were elected
directors at the 1994 Annual Meeting of Shareholders. It is intended that the
shares, represented by the enclosed proxy card, will be voted, unless authority
to vote is withheld, for the election of the twelve nominees named on pages 3
through 8. If any of the nominees should become unavailable, which is not
anticipated, those shares will be voted for a Board-approved substitute, or the
Board may reduce the number of directors.
2
<PAGE>
- -------------------------------------------------------
<TABLE>
<S> <C>
[PHOTO] ALBERT J. BACIOCCO, JR.
-RETIRED VICE ADMIRAL
UNITED STATES NAVY
-DIRECTOR SINCE 1988
-MEMBER OF AUDIT AND PERSONNEL
COMMITTEES OF THE BOARD
</TABLE>
- -------------------------------------------------------
Vice Admiral Baciocco, age 64, retired from the U.S. Navy in 1987 after 34 years
of distinguished service, principally within the submarine force and directing
the Department of the Navy research and technology development enterprise. He
graduated from the U.S. Naval Academy in 1953, receiving a bachelor's degree in
engineering. He subsequently completed graduate level studies in nuclear
engineering as part of his training for the naval nuclear propulsion program.
Upon retirement from the Navy, Admiral Baciocco formed The Baciocco Group,
Inc., a technical and management consulting practice providing services to
industry, primarily in areas of strategic planning, technology investment and
application, and business planning and development.
Admiral Baciocco is a director of Giddings and Lewis, Inc., Vectra
Technologies, Inc., and Golder Federal Services, Inc. He serves with several
boards and committees of government and academe. He is a member of the Army
Science Board and the Naval Studies Board of the National Research Council. In
addition, he is a director of Oak Ridge Associated Universities, and a member of
the Board of Visitors to the Software Engineering Institute, Carnegie Mellon
University.
- --------------------------------------------
<TABLE>
<S> <C>
[PHOTO] ELIZABETH E. BAILEY
-JOHN C. HOWER PROFESSOR
OF PUBLIC POLICY AND MANAGEMENT
THE WHARTON SCHOOL, UNIVERSITY OF
PENNSYLVANIA
-DIRECTOR SINCE 1985
-MEMBER OF FINANCE AND NOMINATING
COMMITTEES OF THE BOARD
</TABLE>
- -------------------------------------------------------
Dr. Bailey, age 56, graduated from Radcliffe College and received an M.S. in
mathematics from Stevens Institute of Technology and a Ph.D. in economics from
Princeton University.
Dr. Bailey joined Bell Laboratories in 1960, where she held various
supervisory positions until 1977. From 1973 until 1977, she was also adjunct
professor of economics at New York University. In 1977, she was appointed a
commissioner of the Civil Aeronautics Board and was vice chairman of the Civil
Aeronautics Board from 1981 to 1983. From 1983 to 1990, she served as dean of
the Graduate School of Industrial Administration of Carnegie Mellon University.
From 1990 to 1991, she was a visiting scholar at Yale University, on leave from
Carnegie Mellon. Currently, Dr. Bailey is John C. Hower Professor of Public
Policy and Management at the Wharton School.
Dr. Bailey is a director of Philip Morris Companies Inc., CSX Corporation,
National Westminster Bancorp, Inc. and the College Retirement Equities Fund. She
is a past member of the board of trustees of Princeton University, and she
serves on the board of the Brookings Institution and the National Bureau of
Economics Research.
3
<PAGE>
- --------------------------------------------
<TABLE>
<S> <C>
[PHOTO] MICHAEL R. BONSIGNORE
-CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
HONEYWELL INC.
-DIRECTOR SINCE 1990
-MEMBER OF EXECUTIVE
COMMITTEE OF THE BOARD
</TABLE>
- -------------------------------------------------------
Mr. Bonsignore, age 53, is a graduate of the U.S. Naval Academy and received a
degree in electrical engineering in 1963. He also pursued graduate work in ocean
science and engineering at Texas A & M University.
Mr. Bonsignore began his business career at Honeywell in 1969. He has held
various marketing and operations management positions and was named the
Company's vice president for Marine Systems in 1981. In 1983, Mr. Bonsignore was
appointed president for Honeywell Europe, headquartered in Brussels, Belgium. In
1987, Mr. Bonsignore returned to Minneapolis as the Company's executive vice
president, International, and was elected president of this business in May
1987. In 1990, Mr. Bonsignore was elected executive vice president and chief
operating officer for International, and Home and Building Control, and a
director of the Company. In April 1993, Mr. Bonsignore was elected chairman of
the board and chief executive officer.
Mr. Bonsignore is also a director of Cargill, Inc., Donaldson Company, Inc.
and The St. Paul Companies, Inc. He serves as a member on various advisory
boards and committees including: the U.S. - China Business Council, Investment
and Services Policy Advisory Committee (INSPAC), U.S. - Russia Trade and
Economic Council and the Alliance to Save Energy Board.
- --------------------------------------------
<TABLE>
<S> <C>
[PHOTO] EARNEST HUBERT CLARK, JR.
-CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
THE FRIENDSHIP GROUP
-DIRECTOR SINCE 1984
-MEMBER OF AUDIT (CHAIRMAN)
AND NOMINATING COMMITTEES OF
THE BOARD
</TABLE>
- -------------------------------------------------------
Mr. Clark, age 68, graduated from the California Institute of Technology,
receiving B.S. and M.S. degrees in mechanical engineering.
In 1947, Mr. Clark joined Baker International Corporation (now known as
Baker Hughes Incorporated following the merger in 1987 of Baker International
and Hughes Tool Co.), a provider of products and services to the petroleum and
mining industries. He became chief research engineer in 1957 and vice president
and assistant general manager in 1958. Mr. Clark was elected president in 1962,
chief executive officer in 1965, and chairman of the board in 1969.
In January 1989, Mr. Clark retired from Baker Hughes Inc. and assumed the
post of chairman of the board and chief executive officer of the Friendship
Group, an investment partnership.
Mr. Clark is a director of CBI Industries, Beckman Instruments, Inc., Kerr
McGee Corporation, Regenesis Inc., and the American Mutual Fund, Inc. He serves
as chairman of the board of the YMCA of the United States of America, and as a
trustee of Harvey Mudd College, Claremont, California.
4
<PAGE>
- --------------------------------------------
<TABLE>
<S> <C>
[PHOTO] WILLIAM H. DONALDSON
-CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
THE NEW YORK STOCK EXCHANGE,
INC.
-DIRECTOR SINCE 1982
-MEMBER OF NOMINATING AND
FINANCE COMMITTEES OF THE
BOARD
</TABLE>
- -------------------------------------------------------
Mr. Donaldson, age 63, is a graduate of Yale University and received an MBA,
with distinction, from the Harvard University Graduate School of Business
Administration. He served as an officer in the United States Marine Corps.
In 1959, Mr. Donaldson co-founded Donaldson, Lufkin & Jenrette, Inc., an
investment banking firm, and in 1961, Alliance Capital Management Corporation,
an investment management firm, and served as chairman and chief executive
officer until 1973.
Mr. Donaldson was Undersecretary of State from 1973 to 1974. In 1975, he
served as special consultant and advisor to the Vice President of the United
States. During that year he became founding dean of the Yale Graduate School of
Management and was named William S. Beinecke Professor of Management Studies,
serving until 1980. Mr. Donaldson then founded Donaldson Enterprises
Incorporated, a private investing firm, and served as its chairman and chief
executive officer until year-end 1990. In 1991, Mr. Donaldson became chairman of
the board and chief executive officer of the New York Stock Exchange, Inc.
Mr. Donaldson is a director of Aetna Life & Casualty Company and Philip
Morris Companies Inc. He serves as a trustee and director of a number of
philanthropic and educational institutions.
- --------------------------------------------
<TABLE>
<S> <C>
[PHOTO] R. DONALD FULLERTON
-CHAIRMAN -- EXECUTIVE
COMMITTEE CIBC
-DIRECTOR SINCE 1992
-MEMBER OF AUDIT AND FINANCE
COMMITTEES OF THE BOARD
</TABLE>
- -------------------------------------------------------
Mr. Fullerton, age 63, graduated from the University of Toronto in 1953 and
received a B.A. degree.
In 1953, Mr. Fullerton joined the Canadian Bank of Commerce (now CIBC), a
Canadian financial services institution based in Toronto. In 1968, he was
appointed deputy chief general manager.
In 1971, Mr. Fullerton became senior vice president and in 1973, he was
promoted to executive vice president and chief general manager. Mr. Fullerton
was elected to CIBC's Board of Directors in 1974 and elected president and chief
operating officer in 1976. In 1984, he was elected chief executive officer, and
in 1985, he was named chairman.
In June 1992, Mr. Fullerton retired as chairman and chief executive officer
of CIBC, and now holds the position of chairman of its Executive Committee.
Mr. Fullerton is a director of CIBC, Amoco Canada Petroleum Co. Ltd., IBM
Canada Ltd., Westcoast Energy Inc., George Weston Ltd., Coca-Cola Beverages
Ltd., Hollinger Inc., and other cultural and medical entities.
5
<PAGE>
- --------------------------------------------
<TABLE>
<S> <C>
[PHOTO] JAMES J. HOWARD
-CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
NORTHERN STATES POWER COMPANY
-DIRECTOR SINCE 1990
-MEMBER OF EXECUTIVE, PERSONNEL AND
NOMINATING (CHAIRMAN) COMMITTEES OF
THE BOARD
</TABLE>
- -------------------------------------------------------
Mr. Howard, age 59, graduated from the University of Pittsburgh, receiving a
bachelor's degree in 1957. He was awarded a Sloan Fellowship to the
Massachusetts Institute of Technology and received a master of science degree in
1970.
Mr. Howard was president and chief operating officer of Ameritech, the
Chicago-based parent of the Bell companies serving Illinois, Indiana, Michigan,
Ohio and Wisconsin, prior to joining Northern States Power Company, an electric
and gas utility company, as its president and chief executive officer in 1987.
Mr. Howard has served as its chairman of the board and chief executive officer
since 1988, and in 1994, was also named president.
Mr. Howard is also a director of Walgreen Company, Ecolab Inc. and ReliaStar
Financial. He also serves on the board of overseers for the Carlson School of
Management, University of Minnesota, the Board of Trustees for the University of
St. Thomas, in St. Paul, Minnesota, and the Board of Visitors for the University
of Pittsburgh, Joseph M. Katz School of Business.
Mr. Howard serves as the 1994-1995 chairman of the United Way of Minneapolis
Area. He also serves as chairman of the Edison Electric Institute and as first
vice chairman of the Nuclear Energy Institute, both located in Washington D.C.
- --------------------------------------------
<TABLE>
<S> <C>
[PHOTO] BRUCE KARATZ
-CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
KAUFMAN AND BROAD HOME
CORPORATION
-DIRECTOR SINCE 1992
-MEMBER OF AUDIT AND
PERSONNEL COMMITTEES OF THE
BOARD
</TABLE>
- -------------------------------------------------------
Mr. Karatz, age 49, is a graduate of Boston University, where he received a
bachelor's degree in history. He also earned a law degree from the University of
Southern California.
In 1972, Mr. Karatz joined the predecessor of Kaufman and Broad Home
Corporation, the largest home builder in the Western United States and one of
the largest residential builders in Paris, France, where he held a number of
corporate positions prior to being named president of Kaufman and Broad-France
in 1976. After returning to the United States, in 1980, he was elected president
of all housing operations. In 1986, he was elected president and chief executive
officer of Kaufman and Broad Home Corporation, and in 1993, was named chairman
of the board.
Mr. Karatz also is a director of MacFrugal's Bargains Closeouts, Inc., and
National Golf Properties, Inc. Among his civic and cultural activities, Mr.
Karatz is a trustee of the RAND Corporation, vice chairman of the Board of
Trustees of Pitzer College, co-chairman of the Mayor's Alliance for a Safer
L.A., and a member of the Board of the National Park Foundation, University of
Southern California Law Center Board of Councilors, and the Executive Committee
of the California Business Roundtable. In 1992, he was inducted into the
California Building Industry Hall of Fame.
6
<PAGE>
- --------------------------------------------
<TABLE>
<S> <C>
[PHOTO] D. LARRY MOORE
-PRESIDENT AND
CHIEF OPERATING OFFICER
HONEYWELL INC.
-DIRECTOR SINCE 1990
-MEMBER OF EXECUTIVE
COMMITTEE OF THE BOARD
</TABLE>
- -------------------------------------------------------
Mr. Moore, age 58, is a graduate of the University of Arizona, where he received
a bachelor's degree in engineering in 1958 and a master's degree in business
administration in 1959. Mr. Moore also earned a Ph.D. in economics from Arizona
State University in 1973.
Mr. Moore joined Sperry Corporation in 1962 where he advanced with
assignments in information systems, operations and marketing. In 1978, he was
named vice president of the Sperry Avionics Division, and in 1985 he was chosen
to lead Sperry's commercial aviation business as vice president and general
manager of Commercial Flight Systems.
Mr. Moore joined Honeywell in December 1986, when the Sperry Aerospace Group
was acquired by the Company. In June 1987, Mr. Moore was appointed vice
president of Honeywell's Commercial Flight Systems Group, and in April 1989 he
was elected president, Space and Aviation. In 1990, Mr. Moore was elected
executive vice president and chief operating officer for Space and Aviation, and
Industrial, and a director of the Company. In April 1993, Mr. Moore was elected
president and chief operating officer.
Mr. Moore is a director of Rohr Inc. and Geon Company. He is also a member
of the board of the Aerospace Industries Association (AIA) and the National
Association of Manufacturers (NAM).
- --------------------------------------------
<TABLE>
<S> <C>
[PHOTO] A. BARRY RAND
-EXECUTIVE VICE PRESIDENT
XEROX CORPORATION
-DIRECTOR SINCE 1990
-MEMBER OF FINANCE AND
PERSONNEL
COMMITTEES OF THE BOARD
</TABLE>
- -------------------------------------------------------
Mr. Rand, age 50, is a graduate of the American University, receiving a
bachelor's degree in marketing. He also graduated from Stanford University's
graduate program, receiving master's degrees in both business administration and
management sciences. In addition, Mr. Rand has received a number of honorary
doctorate degrees.
Mr. Rand joined Xerox Corporation, a document processing office equipment
company, in 1968. In May 1985, he was elected a corporate officer and in 1987 he
was elected president of Xerox's United States Marketing Group. In February
1992, Mr. Rand was promoted to executive vice president.
Mr. Rand is a director of Abbott Laboratories and Ameritech Corporation. He
is also a member of the board of the U.S. Chamber of Commerce, the board of
overseers of the Rochester Philharmonic Orchestra and the Stanford University
Graduate School of Business advisory council. In 1993, Mr. Rand was inducted
into the National Sales Hall of Fame.
7
<PAGE>
- --------------------------------------------
<TABLE>
<S> <C>
[PHOTO] STEVEN G. ROTHMEIER
-CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
GREAT NORTHERN CAPITAL
-DIRECTOR SINCE 1985
-MEMBER OF EXECUTIVE, FINANCE
(CHAIRMAN) AND AUDIT COMMITTEES OF
THE BOARD
</TABLE>
- -------------------------------------------------------
Mr. Rothmeier, age 48, is a graduate of the University of Notre Dame and
received a master's degree in business administration from the University of
Chicago.
In March 1993, Mr. Rothmeier formed Great Northern Capital, a private
investment and merchant banking firm, and serves as its chairman of the board
and chief executive officer. Prior to March 1993, Mr. Rothmeier served as
president at IAI Capital Group, a venture capital and merchant banking firm.
From 1973 to November 1989, he held various senior positions at Northwest
Airlines, Inc., and from 1986 to 1989, he served as chairman of the board and
chief executive officer of NWA Inc. and Northwest Airlines, Inc.
Mr. Rothmeier is a director of Precision Castparts Corp., Department 56,
Inc., E.W. Blanch Holdings, Inc., and the Argonne National Laboratory/University
of Chicago Development Corporation (ARCH). He also serves as chairman of the St.
Agnes Foundation in St. Paul, Minnesota, and of Catholic Views Broadcast, Inc.
Channel 53 Television in Minnesota.
Mr. Rothmeier is a member of the Council on the Graduate School of Business,
University of Chicago, a trustee of the University of Chicago, a member of the
American Council on Germany, a director of the Center of the American
Experiment, an advisor to the Metropolitan Economic Development Association, a
minority business advisory group, and former vice chairman of the U.S. - China
Business Council.
- --------------------------------------------
<TABLE>
<S> <C>
[PHOTO] MICHAEL W. WRIGHT
-CHAIRMAN OF THE BOARD, PRESIDENT
AND
CHIEF EXECUTIVE OFFICER
SUPERVALU INC.
-DIRECTOR SINCE 1987
MEMBER OF EXECUTIVE, FINANCE AND
PERSONNEL (CHAIRMAN) COMMITTEES OF
THE BOARD
</TABLE>
- -------------------------------------------------------
Mr. Wright, age 56, is a graduate of the University of Minnesota, receiving a
B.A. degree in 1961 and an LL.B. in 1963. He was admitted to the Minnesota Bar
in 1963.
Mr. Wright was a member of the law firm of Dorsey and Whitney from 1963 to
1977. In 1977, he joined SUPERVALU INC., a food distributor and retailer, as
senior vice president of administration and as a member of the board of
directors. He was elected president and chief operating officer in 1978, chief
executive officer in 1981, and chairman of the board in 1982.
Mr. Wright is also a director of Cargill, Inc., Musicland Stores
Corporation, Norwest Corporation and ShopKo Stores, Inc. He is also a member of
the board of directors of the Food Marketing Institute, National-American
Wholesale Grocers Association and the International Center for Companies of the
Food and Trade Industry (CIES).
8
<PAGE>
BOARD MEETINGS -- COMMITTEES OF THE BOARD
- --------------------------------------------------------------------------------
The Board of Directors held eight regular and one special meeting during 1994.
The Executive Committee of the Board does not have scheduled meetings and did
not meet during the year. The Board maintains four other standing committees:
Audit, Personnel, Nominating and Finance. Membership on these four committees is
limited to non-employee directors. Committees on which directors serve are
listed adjacent to the pictures of directors on pages 3 through 8.
The Audit Committee met three times in 1994. Its functions are to: recommend
to the Board the independent auditors for Honeywell, establish and review the
activities of the independent auditors and the internal auditors, review
recommendations of the independent auditors and responses of management, review
and discuss with the independent auditors and management Honeywell financial
reporting, loss exposures and asset control, monitor the Honeywell program for
compliance with policies on business ethics, and direct and supervise any
special investigations the Committee deems necessary.
The Personnel Committee met seven times in 1994. The functions of the
Committee are to review and report to the Board on Honeywell programs for
developing senior management personnel, to review and make recommendations to
the Board regarding executive compensation plans and annual compensation for
employee directors, and to review, approve and report to the Board concerning
administration of existing executive compensation plans and compensation of
certain executives.
The Nominating Committee met four times in 1994. The functions of this
Committee are to determine and recommend to the Board criteria for Board
membership and the composition, compensation and retirement policy of the Board,
to approve nominees for election to the Board, to evaluate performance of the
Board and to evaluate the performance of the chief executive officer and other
employee directors and recommend their successors.
The Finance Committee met four times in 1994. The functions of the Committee
are to review the financial structure, policies, and future plans of the Company
as developed and presented by management and to make recommendations concerning
them to the Board.
The average attendance at meetings of the Board and Board Committees during
1994 was 95 percent.
The Nominating Committee will consider qualified nominees for director
recommended by shareholders. Recommendations should be sent to: Secretary of the
Company, Honeywell Inc., Honeywell Plaza, Minneapolis, Minnesota 55408. Any
nominations for director to be made at a shareholder meeting must be made in
accordance with the requirements set forth in Honeywell's by-laws. A copy of the
relevant portion of the by-laws may be obtained upon request from the Secretary
of the Company at the address listed above.
DIRECTOR COMPENSATION
- --------------------------------------------------------------------------------
The fees for non-employee directors consist of an annual payment of $32,000 in
cash or Honeywell Common Stock, or a combination of cash and stock as determined
by each director, plus the sum of $1,200 for each Board meeting and for each
Committee meeting attended ($1,800 for the Chair of the Committee). Directors
may elect to defer the receipt of fees until retirement from the Board. Amounts
so deferred earn interest, compounded annually, at Honeywell's corporate
borrowing rate.
Outside (non-employee) directors who have never been Honeywell employees are
not eligible to participate in any of the remuneration or retirement programs
for executives. Employee directors do not receive any fees or remuneration for
serving on the Board or on any Board Committee.
Non-employee directors participate in the Restricted-Stock Retirement Plan
for Non-Employee Directors. Under that Plan non-employee directors receive
annual awards of restricted stock having a market value equal to one-half of the
fees earned by a director since the prior annual meeting. Stock issued under the
Plan entitles the director to all of the rights of a shareholder, including the
right to vote and receive cash
9
<PAGE>
dividends. However, such restricted stock is subject to certain restrictions
against sale or transfer until a director has served at least five years and
until (a) retirement in accordance with Board retirement policy, (b) the
director's death or disability, (c) the director is not nominated for reelection
to the Board (other than at the director's own request), or (d) the director is
not reelected by the shareholders. If a director leaves the Board for any other
reason, the director forfeits all rights in all stock awarded under the Plan
(unless the Board of Directors, in its discretion, waives forfeiture as to some
or all of such stock). The number of shares of stock listed on page 11 as being
owned by the following directors includes the following shares awarded under the
Plan: A.J. Baciocco, Jr. -- 4,165 shares, E.E. Bailey -- 7,137 shares, E.H.
Clark, Jr. -- 8,105 shares, W.H. Donaldson -- 9,689 shares, R.D. Fullerton --
1,264 shares, J.J. Howard -- 2,618 shares, B.E. Karatz -- 1,262 shares, A.B.
Rand -- 1,924 shares, S.G. Rothmeier -- 6,288 shares, and M.W. Wright -- 5,248
shares.
10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
- --------------------------------------------------------------------------------
The Capital Group Companies, Inc. ("Capital Group"), 333 South Hope Street,
Los Angeles, CA 90071, notified the Company that as of December 31, 1994, it was
"beneficial owner" (as defined in rules of the Securities and Exchange
Commission) of 6,879,800 shares of Honeywell Common Stock, representing 5.33% of
all outstanding shares, and that these shares include 1,012,200 shares and
5,867,600 shares, respectively, for which its affiliates, Capital Guardian Trust
Company, a bank, and Capital Research and Management, a registered investment
adviser, exercised investment discretion. Capital Group is a holding company
engaged in the investment management business and has informed Honeywell that
all of these shares are held on behalf of various institutional clients.
Brinson Partners, Inc. ("Brinson Partners"), 209 South LaSalle, Chicago,
Illinois 60604-1295, notified the Company that as of December 31, 1994, it was
"beneficial owner" (as defined in rules of the Securities and Exchange
Commission) of 9,592,400 of shares of Honeywell Common Stock, representing 7.4%
of all outstanding shares, and that these shares include 2,708,200 shares
"beneficially owned" by its affiliate, Brinson Trust Company. Brinson Partners
is a registered investment adviser and has informed Honeywell that all of these
shares are held on behalf of various clients.
SECURITY OWNERSHIP OF MANAGEMENT
- --------------------------------------------------------------------------------
The following table lists, as of March 1, 1995, the beneficial ownership of
Honeywell Common Stock by each director, Named Officer (as hereinafter defined),
and all directors and executive officers as a group. No individual director or
nominee for director beneficially owned as much as 1% of the total outstanding
shares of Common Stock, and all directors and executive officers as a group
beneficially owned approximately 1% of the outstanding shares.
<TABLE>
<CAPTION>
OPTIONS
EXERCISABLE
NAME OF SHARES WITHIN 60
BENEFICIAL OWNER OWNED DAYS
- --------------------------------------------------------------------
<S> <C> <C>
A. J. Baciocco, Jr........................... 6,179 --
E. E. Bailey................................. 9,389 --
M. R. Bonsignore............................. 144,421 * 229,730
E. H. Clark, Jr.............................. 8,905 --
J.R. Dewane.................................. 36,446 * 69,174
W. H. Donaldson.............................. 10,489 --
R. D. Fullerton.............................. 5,300 --
E.D. Grayson................................. 17,562 * 35,762
J. J. Howard................................. 4,898 --
E.T. Hurd.................................... 35,576 * 37,987
B. E. Karatz................................. 4,717 --
D. L. Moore.................................. 108,344 * 146,556
A. B. Rand................................... 2,896 --
S. G. Rothmeier.............................. 7,416 --
M. W. Wright................................. 6,448 --
Directors and Executive Officers
as a group.................................. 554,353 711,751
<FN>
- --------------------------------------------------------------------------------
* Includes the following shares of restricted stock subject to compensation
plans described on pages 16-17:
M.R. Bonsignore 83,866; J.R. Dewane 12,825; E.D. Grayson 14,500; E.T. Hurd
17,200; and D.L. Moore 49,351.
</TABLE>
11
<PAGE>
- --------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
The following table shows compensation for services to Honeywell of the
persons who during 1994 were the chief executive officer and the other four most
highly compensated Executive Officers (hereafter, sometimes collectively
referred to as the Named Officers).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
Annual Compensation -----------------------------
---------------------------------
Other Awards
Annual ----------------------------- All Other
Name and Compen- Restricted Stock Options Compen-
Principal Position Year Salary ($) Bonus ($) sation ($) Awards ($) (1)(2) (Shares) sation ($) (3)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
M.R. Bonsignore 1994 624,375 391,858 45,311 -0- 60,000 15,274
Chairman of the Board 1993 552,771 359,657 27,873 2,245,203 105,000 10,698
and Chief 1992 441,972 298,022 1,552 -0- 33,524 11,317
Executive Officer
- ---------------------------------------------------------------------------------------------------------------------------
D.L. Moore 1994 567,188 355,967 51,140 -0- 30,000 14,160
President and Chief 1993 517,673 336,500 17,231 2,096,208(4) 80,000 13,104
Operating Officer 1992 441,972 298,022 15,887 -0- 34,102 11,586
- ---------------------------------------------------------------------------------------------------------------------------
J.R. Dewane 1994 263,970 145,052 5,107 -0- 17,500 6,801
President, Space 1993 244,888 134,949 2,793 421,341 10,000 10,678
and Aviation Control (5) 1992 208,380 83,352 -0- -0- 8,762 10,448
- ---------------------------------------------------------------------------------------------------------------------------
E.D. Grayson 1994 288,720 155,389 4,663 -0- 12,500 12,393
Vice President 1993 275,000 141,000 7,342 280,500 7,000 4,832
and General Counsel (6) 1992 206,205 75,000 64,203 256,813 28,762 2,195
- ---------------------------------------------------------------------------------------------------------------------------
E.T. Hurd (5) 1994 277,740 172,338 6,877 -0- 17,500 7,172
President, Industrial 1993 260,820 121,399 5,360 439,725 11,000 10,250
Control 1992 252,000 113,400 1,642 -0- 26,944 10,870
<FN>
- --------------------------------------------------------------------------------
(1) Amounts in this column represent the fair market value on the date of
grant of (i) restricted stock awards in 1992 and 1993 and (ii) performance
restricted stock awards in 1992 and 1993 under the Performance Stock
Program, described in the Report on Executive Compensation on pages 16-17.
Awards in the Performance Stock Program involve restricted stock with
restrictions that lapse in nine years or at an earlier date (usually three
years from the date of grant) if specific performance goals have been
achieved.
(2) As of December 31, 1994, the number and fair market value of aggregate
shares of restricted stock held by the Named Officers is: M.R. Bonsignore
(91,866 shares; $2,865,071); D.L. Moore (91,351 shares; $2,849,009); J.R.
Dewane (12,825 shares; $399,980); E.D. Grayson (11,500 shares; $358,656);
and E.T. Hurd (21,200 shares; $661,175). Dividends are paid on all
restricted Common Stock at the same rate as paid on the Company's Common
Stock.
(3) Compensation reported represents (a) the value of Company contributions of
Honeywell stock to the Company 401(k) Plan, and (b) the value of premiums
paid by the Company on split-dollar life insurance. For 1994, the dollar
value of each benefit is: M.R. Bonsignore; (a) $4,235, (b) $11,039; D.L.
Moore; (a) $4,236, (b) $9,924; J.R. Dewane; (a) $4,166, (b) $2,635; E.D.
Grayson; (a) $3,729, (b) $8,664; and E.T. Hurd; (a) $4,244, (b) $2,928.
(4) Under the terms of an employment agreement, D.L. Moore initially received
30,000 shares of restricted stock, of which 5,000 shares were to vest in
1995; while included in the amount set forth in this table, all of these
shares of restricted stock were forfeited by Mr. Moore on February 21,
1995 in the amendment to the employment agreement described on page 17.
(5) J.R. Dewane and E.T. Hurd became Executive Officers of the Company in
April, 1993.
(6) E.D. Grayson became an Executive Officer of the Company in April, 1992.
</TABLE>
12
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Individual Grants (1)
- ------------------------------------------------------------------------------------
Number of % of Total
Securities Options Potential Realizable Value at Assumed
Underlying Granted to Annual Rates of Stock Price
Options Employees Exercise or Appreciation for Option Term (2)
Granted in Fiscal Base Price Expiration --------------------------------------
Name (#) Year ($/Sh) Date 0% ($) 5% ($) 10% ($)
- ------------------------------- ---------- ---------- ----------- ---------- ------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
M.R. Bonsignore................ 60,000 6.10 33.125 7/18/04 0 1,249,928 3,167,563
D.L. Moore..................... 30,000 3.20 33.125 7/18/04 0 624,964 1,583,782
J.R. Dewane.................... 17,500 1.80 33.125 7/18/04 0 364,562 923,873
E.D. Grayson................... 12,500 1.30 33.125 7/18/04 0 260,402 659,909
E.T. Hurd...................... 17,500 1.80 33.125 7/18/04 0 364,562 923,873
- -----------------------------------------------------------------------------------------------------------------------------
All Shareholders (3)........... N/A N/A N/A N/A 0 2,650,218,468 6,716,173,935
All Optionees.................. 978,250 100.0 33.1838 0 20,415,192 51,736,107
Optionee Gain as % of All
Shareholders' Gain............ N/A N/A N/A N/A N/A .77% .77%
<FN>
- --------------------------------------------------------------------------------
(1) All stock options become exercisable one year after the grant date and the
option exercise price may be paid in cash, shares or a combination.
(2) The dollar amounts under these columns are the result of calculations at
0% and at the 5% and 10% rates set by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, in the Company's stock price.
(3) For "All Shareholders" the gain is calculated from $33.125, the fair
market value of the Company's Common Stock on July 19, 1994, when stock
options were granted, and is measured over the ten-year period ending July
18, 2004, when those stock options expire.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
Shares Value ----------------- ----------------
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
- -------------------------------------- ------------- ----------- ----------------- ----------------
<S> <C> <C> <C> <C>
M.R. Bonsignore....................... 3,552 108,558 229,730/115,000 1,092,228/-0-
D.L. Moore............................ -0- -0- 131,556/ 85,000 296,204/-0-
J.R. Dewane........................... -0- -0- 73,730/ 17,500 537,148/-0-
E.D. Grayson.......................... -0- -0- 35,762/ 12,500 -0-/-0-
E.T. Hurd............................. -0- -0- 37,987/ 17,500 41,053/-0-
- -------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
PERSONNEL COMMITTEE
The Personnel Committee of the Board of Directors, consisting of independent
directors, is responsible for establishing compensation policies that apply to
executives and managers of the Company, including the Executive Officers. The
Personnel Committee has adopted a management compensation program based on the
following compensation principles:
- Honeywell provides the level of total compensation necessary to attract
and retain the best executives in its industries.
- Compensation is linked to performance and to the interests of
shareholders.
- Compensation programs recognize both individual and team performance.
- Compensation balances rewards for short-term vs. long-term results.
- Compensation programs include features that encourage executives to make
a long-term career commitment to Honeywell and its shareholders.
- Plans include measurements based on quality and customer satisfaction.
The Personnel Committee annually reviews total compensation for Honeywell
executives, as well as each component of compensation, with decisions on
compensation for employee directors subject to the approval of the Board of
Directors. The review of compensation involves a market comparison of
compensation and changes in compensation for equivalent positions in related
industrial groups and selected peer companies, based on surveys provided by the
Company's staff and by independent compensation consultants. Honeywell's primary
market comparison is a group of twenty-one manufacturing companies, each with
annual revenue in excess of $4 billion (hereinafter referred to as the
"Compensation Peer Group"). These companies were chosen because they (i) operate
in businesses similar to Honeywell's, (ii) compete for executives with
experience and skills similar to those Honeywell requires, (iii) have an
extended history of successful financial performance, and (iv) submit their
executive compensation data to the executive compensation database maintained by
the consulting firm that provides this executive compensation survey information
to Honeywell. The Compensation Peer Group is not the same as the composite of
the S&P Electrical Equipment Index and the S&P Aerospace and Defense Index used
in the performance graph on page 18; however, ten of the twenty-one companies in
the Compensation Peer Group are among the eighteen companies included in the
composite index.
In analyzing compensation, the Personnel Committee utilizes a compensation
consulting firm to survey executive jobs at the Compensation Peer Group in order
to develop a target compensation for each executive job category. Target
compensation is based on the median of actual compensation as adjusted by the
consultant to reflect variations in revenue among the companies in the
Compensation Peer Group, i.e. positions with similar responsibilities will
receive greater compensation at a company with greater revenue. Target
compensation is compared to results in several standard compensation surveys to
verify market position. Compensation decisions on individual executives may also
be based on other, subjective factors such as individual performance, level of
responsibility or unique skills of the executive.
During 1993, the Personnel Committee retained a compensation consultant, not
regularly retained by the Company, to provide the Committee with an independent
evaluation of the levels of compensation paid to the Company's eight most senior
positions. The consultant based its evaluation on its own experience in the
field of executive compensation and on comparisons to compensation (i) at
companies in its own executive compensation data bank and (ii) at a group of
manufacturing companies it identified as similar in size to Honeywell, based on
revenue. This evaluation confirmed that the Company's executive compensation
program meets its stated objectives, appears to be professionally managed, and
delivers compensation that is competitive with external peer groups.
The compensation program for 1994 was designed to insure that compensation
paid to Named Officers will qualify for deductibility under Section 162(m) of
the Internal Revenue Code. The Personnel Committee has determined that it will
make every reasonable effort, consistent with sound executive compensation
principles and the needs of the Company, to ensure that all amounts paid the
Named Officers are deductible by the Company. Also, the Company is submitting
for shareholder approval a new annual incentive plan (the Honeywell Senior
Management Performance Incentive Plan, described at pages 21-22) which is
intended to meet the
14
<PAGE>
deductibility requirements of Section 162(m). The Committee notes, however, that
increases in compensation granted to Mr. Bonsignore and Mr. Moore on April 20,
1993, upon their respective promotions to chief executive officer and chief
operating officer (described more fully on page 17), could result in a loss of
deductibility in years after 1994 under proposed regulations, issued by the
Internal Revenue Service, covering Section 162(m), which was enacted into law on
August 10, 1993 (i.e. the contracts were adopted before passage of the new law
but after the effective date of the new law).
ANNUAL COMPENSATION
The Personnel Committee has established the Corporate Executive Compensation
Plan to provide annual cash compensation consisting of base salary and
short-term annual incentive (reported in the BONUS column of the Summary
Compensation Table on page 12). The objective of the Corporate Executive
Compensation Plan is to deliver total annual cash compensation competitive with
compensation offered at other leading, high-technology companies for similar
jobs while at the same time linking the payment of the annual cash incentive to
the achievement of specific objectives in the Company's annual operating plan as
approved by the Board of Directors. The mix between salary and annual incentive
pay is related to an executive's job grade. Executives at higher grade levels in
the Company have a greater percentage of their total cash compensation
contingent on the accomplishment of business objectives, i.e. the higher the
executive grade level, the greater the proportion of annual compensation is at
risk.
SALARY
Annual salary is designed to compensate executives for their sustained
performance. Salary ranges and target increases for each compensation grade are
established under spending guidelines approved by the Personnel Committee.
Spending guidelines for increases to the executive base salaries are based on a
comparison of Honeywell salaries to the survey of the Compensation Peer Group,
anticipated salary increases at other companies for the upcoming year and
Honeywell operating budget requirements. Salary increases are also affected by
the subjective review of an executive's performance through annual review by the
executive's superior. Yearly salary increases for Executive Officers are
reviewed and approved in advance by the Personnel Committee. For 1994, the
Personnel Committee authorized average salary increases for the Executive
Officers of 4.8 percent at an average frequency of 14.2 months from the date of
the last increase. The salaries paid to Executive Officers in 1994 were
projected to be at the median of the Compensation Peer Group. The salary
provided to Mr. Moore has been established as a minimum salary during the term
of his employment agreement, which is described on page 17 under the heading
"Employment Agreements."
ANNUAL INCENTIVE
Under the Corporate Executive Compensation Plan each executive grade level is
assigned a fixed percentage of annual salary as the target, on-plan annual
incentive opportunity. The percentage is established by the Personnel Committee
based on survey information on short-term incentive opportunity available for
similar positions at the Compensation Peer Group, and for 1994 annual incentive
was targeted at the median of the Compensation Peer Group. For the Executive
Officers, this ranges from 40 percent of annual salary to 60 percent of annual
salary in the case of the chief executive officer.
The formula for payment of annual incentive relating to Company performance
during 1994 was based on the Company's operating results (adjusted for special
items) with half of the on-plan incentive to be paid if the Company achieved the
NET INCOME objective established in the 1994 operating plan approved by the
Board of Directors and half to be paid if the Company achieved the
RETURN-ON-INVESTMENT objective in the 1994 operating plan. Participants in the
Plan receive no payment on each half portion of their on-plan annual incentive
until a threshold of 80 percent of the performance objective is achieved, with
payments increasing, as results improve, to 100 percent of target incentive at
the on-plan performance objective and a maximum of two-times the target
incentive if 120 percent of the performance objective is achieved. For
participants other than Mr. Bonsignore and Mr. Moore, the target, on-plan annual
incentive could be increased or decreased by 10 percent for each of two
supplemental objectives relating to how well a participant's business unit
performed on (i) customer satisfaction and (ii) a specific performance objective
established for that unit. In no event can the amount paid as annual incentive
to an individual exceed two times the target incentive opportunity (percent of
annual salary) established by the Committee at the beginning of 1994.
The Company achieved the 1994 objectives in NET INCOME and
RETURN-ON-INVESTMENT, and with
15
<PAGE>
the adjustments for the two supplemental objectives, the resulting annual
incentive approved by the Committee for Executive Officers averaged 114.3
percent of the target incentive opportunity. The 1994 annual incentive for the
five Named Officers is set forth in the BONUS column of the Summary Compensation
Table. The 1994 incentive compensation paid to Executive Officers was not
impacted by the Company's by-law limitation, as more fully described on page 19,
as the total amount awarded in 1994 did not exceed the available amount as
prescribed under the by-law.
STOCK OWNERSHIP
Ownership of Honeywell stock is expected of Honeywell executives. The Personnel
Committee believes that linking a significant portion of an executive's current
and potential future net worth to the Company's success, as reflected in the
stock price, gives the executive a stake similar to that of the Company owners
and results in management for the benefit of those owners.
In 1990, the Personnel Committee established ownership guidelines to promote
this alignment of management and shareholder interests. Senior executives are
expected to accumulate and hold Honeywell stock having a value at least equal to
a set percentage of their annual salary level; executives in higher grade levels
are expected to own a larger multiple of their salary in stock. The Executive
Officers have the following ownership goals: chief executive officer and chief
operating officer -- three times the mid-point of grade salary range; business
presidents and chief financial officer -- two times the mid-point of grade
salary range; and other Executive Officers -- one and one-half times the
mid-point of grade salary range. To meet ownership guidelines executives may
exercise stock options, retain unrestricted shares paid out in incentive
programs or make open market purchases; however, shares received as restricted
stock or through the Company's match of stock in the 401(k) Plan will not be
counted.
LONG TERM INCENTIVE -- STOCK OPTIONS
Stock options provide compensation that closely links the interests of
management and shareholders. Stock options have been granted periodically at the
fair market value of Honeywell Common Stock on the date of the grant,
exercisable one year from the date of the grant. Based on annual market surveys
of long-term incentive, the Personnel Committee approves a target number of
shares for each executive grade level. Management makes recommendations to the
Committee as to how many, if any, shares will be granted to each executive based
on the subjective application of one or more of the following criteria:
- executive's ability to impact financial performance in terms of
profitability and revenue,
- executive's past performance,
- expectations of executive's future contributions.
All individual stock option grants are reviewed and approved by the
Personnel Committee. In approving stock options granted in 1994, the Committee
did not take into consideration the amount of stock options and restricted stock
already held by an executive.
LONG TERM INCENTIVE -- PERFORMANCE STOCK PROGRAM
The Performance Stock Program (hereinafter the "Program"), established pursuant
to the 1988 Honeywell Stock and Incentive Plan, was designed to motivate senior
executives whose work most affects Company earnings and tie their compensation
directly to Honeywell's long-term financial objectives. For the current award
period of this Program, the Personnel Committee selected eligible executives
early in 1993 and determined the number of shares of restricted stock to be
issued to each participant. The shares were restricted until the earlier to
occur of: (i) the achievement of performance goals within a specified
measurement period, usually three years, or (ii) nine years.
For the three-year period, 1993 to 1995, the Personnel Committee established
the following performance objectives for the Program: one-third of the shares
granted were tied to the Company's achieving the CUMULATIVE PRE-TAX PROFIT
objective for 1993-1995 that had been established in the 1993 long-range plan
approved by the Board of Directors. If the objective is reached or exceeded at
the end of 1995, the restrictions on this one-third of the shares will be
released. If 90 percent of the objective is reached, restrictions will be waived
on one-half of this one-third portion, and if results fall within 90 and 100
percent of the objective, this portion of the award will be pro-rated.
For a second objective, the Personnel Committee tied one-third of the shares
granted to Honeywell's TOTAL SHAREHOLDER RETURN (stock appreciation plus
dividends) compared to the performance of a group of selected peer companies. If
Honeywell ranks in the top quartile, restrictions will be waived on this
one-third portion of shares;
16
<PAGE>
if Honeywell ranked in the second quartile, restrictions will be waived on
one-half of this portion. Performance of this objective will be measured at the
end of 1995 against results for 1993-1995; and, alternatively, performance will
be measured each year within the three-year period with any resulting award
applied to one-third of the shares allocated to this objective.
For a third objective, one-third of the shares granted were tied to the
Company's achieving the REVENUE objective for 1995 that had been established in
the 1993 long-range plan approved by the Board of Directors. If the objective is
reached or exceeded by the end of 1995, the restrictions on this one-third of
the shares will be released. If 90 percent of the objective is reached,
restrictions will be waived on one-half of this one-third portion, and if
results fall within 90 and 100 percent of the objective, this portion of the
award will be pro-rated.
The shares of restricted stock awarded in 1992 and 1993 under this Program
to the five Named Officers are included in the RESTRICTED STOCK AWARDS column of
the Summary Compensation Table.
Long term incentive, including stock options and the Performance Stock
Program, awarded to Executive Officers in 1994 is at the median of the
Compensation Peer Group.
RESTRICTED STOCK
The Personnel Committee has occasionally granted restricted stock with a fixed
restriction period, usually five years, to insure retention of key executives or
as part of the compensation provided to a new executive hired from outside the
Company. During 1994, two Executive Officers who were not Named Officers,
received a total of 9,000 shares of restricted stock as a result of promotions.
EMPLOYMENT AGREEMENTS
At the time Mr. Moore became president and chief operating officer, in April
1993, he entered into an employment agreement with the Company, which was
subsequently amended in February 1995. Under the agreement, as amended, Mr.
Moore received stock options for 55,000 shares, priced at fair market value on
the date of grant, with options vesting under the following schedule: options
for 18,000 shares on March 1, 1996, options for 18,000 shares on March 1, 1997,
and options for 19,000 shares on March 1, 1998. The agreement also provides that
upon his retirement from the Company, Mr. Moore will receive sixty monthly
payments of $34,026, in addition to his normal retirement benefit, which,
regardless of when he retires, is guaranteed to be not less than the retirement
benefit he would have received if he retired at age 60.
At the time of Mr. Hurd's reassignment as senior vice president, in January
1995, he entered into an employment agreement with the Company, guaranteeing
salary and regular annual incentive through January 1996 and providing Mr. Hurd,
when he retires, a severance payment equivalent to one year's base pay plus
on-plan annual incentive.
CHIEF EXECUTIVE OFFICER
Michael R. Bonsignore became chairman of the board and chief executive officer
at the 1993 Annual Meeting of Shareholders. The non-employee directors on the
Board of Directors meet annually, in private, to review the chief executive
officer's performance, and the conclusions of these directors are used by the
Personnel Committee in setting salary and other compensation for the coming
year. In 1994, Mr. Bonsignore received a 7.5 percent salary increase 13 months
after his previous increase. Participation in annual incentive and the
Performance Stock Program by Mr. Bonsignore is governed by the same performance
measurement factors that apply to other Executive Officers. (See the
explanations of ANNUAL INCENTIVE, pages 15-16, and LONG TERM INCENTIVE -- STOCK
OPTIONS, page 16.) Mr. Bonsignore's total annual compensation, including salary
and annual incentive, is below the median for his position in the Peer
Compensation Group. In July 1994, Mr. Bonsignore received his regular, periodic
stock option grant for 60,000 shares, which was at the median for his position.
At the time he became chief executive officer in 1993, Mr. Bonsignore received a
special long-term award consisting of 30,000 shares of restricted stock and a
stock option, priced at current fair market value, for 55,000 shares, both
vesting in April 1998.
SUBMITTED BY THE PERSONNEL COMMITTEE OF THE BOARD OF DIRECTORS:
A.J. Baciocco, Jr.
J.J. Howard
B.E. Karatz
A.B. Rand
M.W. Wright, Chair
17
<PAGE>
PERFORMANCE GRAPH
- --------------------------------------------------------------------------------
The graph below compares the cumulative total stockholder return on Honeywell's
Common Stock for the last five fiscal years with the cumulative total return of
(1) the S&P 500 Index and (2) a composite of the S&P Electrical Equipment Index
and the S&P Aerospace and Defense Index. The composite index is weighted
two-thirds Electrical Equipment and one-third Aerospace and Defense to reflect
the approximate division in the Company's revenue between (i) its Home and
Building Control and Industrial businesses and (ii) its Space and Aviation
business. The graph assumes the investment of $100 in Honeywell's Common Stock,
the S&P 500 Index and the Composite Industry Index at the market close on
December 31, 1989 and the reinvestment of all dividends, including the Company's
spin-off of Alliant Techsystems Inc. on October 9, 1990, which is treated as a
reinvested special dividend.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
HONEYWELL S&P 500 S&P EE + S&P AERO
<S> <C> <C> <C>
Dec-89 100 100 100
Dec-90 110 98 99
Dec-91 165 127 121
Dec-92 173 137 138
Dec-93 182 151 171
Dec-94 173 152 174
</TABLE>
18
<PAGE>
BY-LAW LIMITATION ON INCENTIVE COMPENSATION PAYMENTS
- --------------------------------------------------------------------------------
Article XII of the by-laws, adopted by the stockholders in 1954, limits the
total amount of incentive compensation which may be paid to "officers, heads of
departments and other executives and key employees of the Corporation and its
subsidiaries whose work most affects the Corporation's earnings." Incentive
compensation set aside for any year for that group may not exceed three percent
of the Company's consolidated income for that year (excluding the whole or any
part of any item of unusual or nonrecurring income or loss as determined by the
Personnel Committee of the Board) before federal or state taxes on income and
before provision for incentive payments, provided that no payments may be made
for any year in which a dividend of less than $.0625 per share of Common Stock
(as presently constituted) is paid. The Personnel Committee has identified the
69 senior executives whose work most affects Company earnings. Incentive
compensation awarded under the Corporate Executive Compensation Plan described
on pages 15-16 in the Report on Executive Compensation and the incentive portion
of awards accrued under the Performance Stock Program described on pages 16-17,
are subject to this by-law limitation. The total amount available under Article
XII of the by-laws for 1994 incentive compensation to the 69 executives who were
eligible in 1994 is $11,412,065 and the total incentive compensation awarded or
accrued under all incentive arrangements for these 69 executives of the Company
and its subsidiaries in 1994 is $10,698,033.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
- ------------------------------------------------------------------------------------------
REMUNERATION
(Average of Salaries Plus Incentive
Payments During Highest YEARS OF SERVICE
60 Consecutive Months of 120 Months ------------------------------------------------
Prior to Retirement) 15 20 25 30 35
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$100,000 $ 21,928 $ 29,264 $ 36,580 $ 43,896 $ 46,396
------------------------------------------------
300,000 69,948 93,264 116,580 139,896 147,396
------------------------------------------------
500,000 117,948 157,264 196,580 235,896 248,396
------------------------------------------------
700,000 165,948 221,264 276,580 331,896 349,396
------------------------------------------------
900,000 213,948 285,264 356,580 427,896 450,396
------------------------------------------------
1,100,000 261,948 349,264 436,580 523,896 551,396
------------------------------------------------
1,300,000 309,948 413,264 516,580 619,896 652,396
- ------------------------------------------------------------------------------------------
</TABLE>
Honeywell and its subsidiaries maintain a variety of pension and retirement
plans for their employees. The table above illustrates the annual benefits
payable by the Company in specified remuneration and years-of-service
classifications at normal retirement under the Retirement Benefit Plan.
Remuneration utilized for pension formula purposes includes salary and annual
bonus reported as set forth in the Table on page 12. (Directors who have not
been employees of the Company do not receive benefits under this Plan.) This
Plan was amended, effective July 1, 1989, to comply with the Tax Reform Act of
1986. The Plan is a defined benefit plan. Contributions by Honeywell, when
required by the Plan, are determined on an actuarial basis and are not made
primarily for the benefit of any individual. The credited years of service for
the Named Officers in the Table on page 12 are: M.R. Bonsignore -- 24 years;
D.L. Moore -- 32 years; J.R. Dewane -- 34 years; E.D. Grayson -- 2 years; and
E.T. Hurd -- 32 years. A portion of the benefits shown in the table may be paid
pursuant to the Company's supplementary retirement plans, rather than from plan
trusts, due to limitations imposed by the Internal Revenue Code, which restricts
the amount of benefits payable under tax-qualified plans.
CHANGE IN CONTROL AND TERMINATION ARRANGEMENTS
- --------------------------------------------------------------------------------
The Company maintains several executive benefit plans and agreements which
provide for enhanced employee benefits upon "a change in control" of the
Company. The Corporate Executive Compensation Plan, 1993 Honeywell Stock and
Incentive Plan, and 1988 Honeywell Stock and Incentive Plan have change in
control provisions. Under these Plans, a change of control will generally be
deemed to have occurred upon (i) a third party's acquisition of thirty percent
or more of the
19
<PAGE>
Company's stock, (ii) a change in the majority of the members of the Company's
Board of Directors, (iii) a merger, consolidation or liquidation of the Company,
or (iv) a sale of all or substantially all of the assets of the Company. The
term "change in control" is defined identically in each of the Plans.
Upon a change in control (i) participants in the Honeywell Corporate
Executive Compensation Plan will be paid a pro rata bonus for the year in which
the change in control occurs based upon an assumption of target performance and
(ii) deferred amounts and earnings thereon will be paid out in full.
The 1993 Honeywell Stock and Incentive Plan and the 1988 Honeywell Stock and
Incentive Plan generally provide for the award of options, restricted stock and
stock-based awards. Upon a change in control, all options become immediately
exercisable and all restricted shares become immediately vested. Additionally,
all performance-based awards are paid out, assuming attainment of Company
performance goals, based on the highest per share amount paid by a third party
in connection with a change in control, prorated to the date of change in
control.
The Company's Retirement Benefit Plan (the "Retirement Plan") provides
retirement benefits as described herein. In the event of (i) the Retirement
Plan's termination, (ii) the Retirement Plan's merger or consolidation with
another plan or (iii) the transfer of assets from the Retirement Plan to another
plan, within the three-year period following a change in control, all assets in
excess of those needed to satisfy the Retirement Plan's obligations to its
participants and beneficiaries will first be applied to Company payments for
pre-65 post-retiree medical benefits to the maximum extent permitted by law,
with any remaining assets applied to provide increased retirement benefits on a
proportional basis to active participants, retired participants and some vested
terminated participants.
The supplementary retirement plans generally provide for the payment of
retirement benefits in excess of those provided by the Company's qualified
retirement plans. Upon a change in control, participants' accrued benefits under
any of the plans become fully vested and are paid out in a lump sum following
termination of employment after the change in control.
The Company has established a grantor trust under Sections 671 through 677
of the Internal Revenue Code in connection with the Honeywell Corporate
Executive Compensation Plan, the Honeywell Supplementary Retirement Plan and
various Supplementary Executive Retirement Plans. The trust agreement requires
the Company to transfer amounts to the trust that are intended to pay all or a
portion of its obligations under the plans set forth above. Under the trust, the
trustee will pay participants in the supplementary retirement plans or their
beneficiaries, subject to claims of the Company's creditors, the amounts to
which they are entitled under the terms of those plans unless the Company elects
to pay the benefits directly. If the funds in the grantor trust are insufficient
to pay amounts due supplementary retirement plan participants or their
beneficiaries, the deficiency will be paid by the Company.
The Company has entered into executive termination agreements (the
"Agreements") with 24 of its executives, including each of the Named Officers.
The Agreements will be automatically extended each January 1 unless the Company
gives notice to an executive by October 1 of the preceding year that it does not
wish to extend the term of the executive's Agreement. If a change in control
occurs at any time during the term of an Agreement, the term is automatically
extended for a period of thirty-six months, but not beyond the end of the month
in which the executive would reach age 65. If subsequent to a change in control
an executive's employment is terminated during the term of the executive's
Agreement by the Company for reasons other than cause (as defined in the
Agreement) or by the executive as a result of certain changes in the executive's
duties, compensation, benefits or location, the executive will receive a lump
sum payment equal to up to three-times (in some cases, two-times) the
executive's annual salary and on-plan incentive bonus or the average of the
executive's annual bonuses during the three-year period preceding a change in
control, whichever is higher. The Company will also provide the executive with
medical, life insurance and disability coverage for a period of up to three
years (in some cases, two years). In the event that any payments made to an
executive in connection with a change in control are subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code, the Company will make
additions to such executive's payments as necessary to restore the executive to
the same after-tax position he or she would have had if the excise tax had not
been imposed.
20
<PAGE>
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APPROVAL OF AUDITORS
- --------------------------------------------------------------------------------
It is intended that the shares represented by the enclosed proxy will be voted
(unless the proxy indicates to the contrary) to approve the selection of
Deloitte & Touche, independent public accountants, to examine the financial
statements to be included in the 1995 Annual Report to Shareholders.
A partner of Deloitte & Touche will be present at the Meeting, will be given
the opportunity to make a statement, and will also respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE SELECTION OF
DELOITTE & TOUCHE AS THE INDEPENDENT PUBLIC ACCOUNTANTS.
- --------------------------------------------------------------------------------
PROPOSED HONEYWELL SENIOR MANAGEMENT
PERFORMANCE INCENTIVE PLAN
- --------------------------------------------------------------------------------
The Board of Directors has adopted, subject to shareholder approval, the
Honeywell Senior Management Performance Incentive Plan (the "1995 Plan"). As
discussed above in the Report on Executive Compensation, on pages 15-16, annual
incentive tied to Company performance is a basic element of annual compensation
paid to senior executives, including the Named Officers. The 1995 Plan has been
designed to qualify annual incentive paid thereunder as "qualified
performance-based compensation" within the meaning of Section 162(m) of the
Internal Revenue Code (the "Code") and thus assure that the Company may claim
federal income tax deductions for annual incentive payments under the 1995 Plan.
The 1995 Plan will be administered by the Personnel Committee of the Board
or any other committee consisting of two or more directors qualified under
Section 162(m) and designated by the Board to administer the 1995 Plan (the
"Committee").
The 1995 Plan provides that participants may receive payment of annual
incentives from an annual Incentive Compensation Pool to which there shall be
allocated an amount equal to 1% of income from continuing operations before
income taxes for the Company and its subsidiaries (excluding extraordinary
items, discontinued operations and the effects of accounting changes during the
year). The Committee may designate up to seven officers, executives or other key
employees for participation in the 1995 Plan, including the chief executive
officer and the president of the Company. The maximum annual payment for the
chief executive officer is limited to 35% of the Incentive Compensation Pool,
the maximum annual payment for the president is limited to 25% of the Incentive
Compensation Pool, and the maximum annual payment for any other participant in a
given year is limited to 8% of the Incentive Compensation Pool.
A participant's calculated award under the above formula may be reduced or
eliminated, but not increased, at the discretion of the Committee. In
determining whether the award of any participant will be reduced, the Committee
may consider the participant's achievement of individual performance goals
established by the Committee or the Company's achievement of performance goals
established by the Committee based on business criteria such as cash flow,
debt-to-equity ratio, earnings per share, economic value added, net income,
operating ratio, return on assets, return on equity, return on investment,
revenue, stockholder return and working capital. Any amount not paid as the
result of the reduction of a participant's calculated award may not be paid to
other participants and does not carry over to future years.
Awards are payable in cash or Common Stock as determined by the Committee.
If paid in shares of Honeywell Common Stock, the shares will be granted and
issued under the 1993 Honeywell Stock and Incentive Plan, which was approved by
the Company's shareholders in 1993, or a similar successor plan approved by
shareholders. Participants in the 1995 Plan may elect to have the payment of
part or all of their cash awards deferred until retirement with deferred amounts
accruing interest based upon the Company's borrowing rate. All awards in cash or
Common Stock will constitute ordinary taxable income for a participant in the
year in which it is paid.
21
<PAGE>
The 1995 Plan may be amended or terminated at any time by action of the
Committee that is approved by the Board of Directors, except that shareholder
approval of any amendment will be required to the extent necessary to comply
with Section 162(m) of the Code or Rule 16b-3 under the Securities Exchange Act
of 1934.
For 1995, the Personnel Committee has selected Mr. Bonsignore and Mr. Moore
as the only participants in the plan for that year. While the size of the annual
Incentive Compensation Pool for the future can not be predicted, the Personnel
Committee has determined that if the 1995 Plan had been in effect for 1994, the
Committee would have named Mr. Bonsignore and Mr. Moore as participants and
would have awarded to them under the 1995 Plan the annual incentive amounts set
forth opposite their names in the Bonus column of the Summary Compensation Table
on page 12.
The favorable vote of a majority of shares present in person or by proxy at
the Meeting is required for approval of the 1995 Plan; abstentions will, and
broker non-votes will not, be counted as being present at the Meeting for this
purpose. In the event the 1995 Plan does not receive the favorable majority
vote, the Personnel Committee will consider other appropriate methods to achieve
deductibility of annual incentives for senior executives.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE HONEYWELL
SENIOR MANAGEMENT PERFORMANCE INCENTIVE PLAN.
- --------------------------------------------------------------------------------
OTHER INFORMATION
FURNISHED PURSUANT TO REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION
- --------------------------------------------------------------------------------
Honeywell pays the cost of preparing, assembling and mailing this
proxy-soliciting material. In addition to the use of the mail, proxies may be
solicited personally, by telephone or telegraph, or by Honeywell officers and
employees without additional compensation. Honeywell pays all costs of
solicitation, including certain expenses of brokers and nominees who mail proxy
material to their customers or principals. In addition, Georgeson & Company Inc.
has been retained to assist in the solicitation of proxies for the 1995 Annual
Meeting of Shareholders at a fee of approximately $18,000 plus associated costs
and expenses.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) requires the Company's directors and executive officers to file
with the Securities and Exchange Commission and the New York Stock Exchange
reports of ownership and changes in ownership of the Company's Common Stock, and
the Company is required to identify any of those persons who fail to file such
reports on a timely basis. During 1994, the Company filed a report one month
late on behalf of Mr. J.P. Rosso, a former executive officer.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the 1996 Annual Meeting
must be received by the Secretary of the Company, Honeywell Inc., Honeywell
Plaza, Minneapolis, Minnesota 55408 no later than November 14, 1995.
By Order of the Board of Directors
Sigurd Ueland, Jr.
Secretary
Dated March 13, 1995
SEE ENCLOSED PROXY -- PLEASE SIGN AND MAIL PROMPTLY.
22
<PAGE>
[LOGO]
- --------------------------------------------------------------------------------
HELPING YOU CONTROL YOUR WORLD
Honeywell Inc.
Honeywell Plaza
Minneapolis, Minnesota 55408
RECYCLED PAPER WITH A MINIMUM
OF 10% POST CONSUMER WASTE
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PRINTED IN U.S.A.
<PAGE>
HONEYWELL SENIOR MANAGEMENT
PERFORMANCE INCENTIVE PLAN
SECTION 1. PURPOSE
The purpose of the Honeywell Senior Management Performance Incentive Plan
(the "Plan") is to encourage the senior management of Honeywell Inc. and its
affiliated companies to achieve and exceed planned financial goals so as to
increase shareholder value, by providing for performance-based, annual incentive
compensation for such persons.
SECTION 2. DEFINITIONS
Capitalized terms used in the Plan shall have the meanings set forth in
this Section 2.
"AWARD" means, any incentive award in the form of cash or stock which is paid to
a Participant pursuant to Section 6 herein.
"BASE PLAN" means, the Honeywell Retirement Benefit Plan, as amended or restated
from time to time.
"BENEFICIARY(IES)" means, any person(s) designated by a Participant to receive
benefits under the Plan after the Participant's death or Permanent and Total
Disability.
"BOARD OF DIRECTORS" means, the Board of Directors of Honeywell Inc.
"CHANGE IN CONTROL" means, the occurrence of any event described in Section 8
herein.
"CODE" means, the Internal Revenue Code of 1986, as amended from time to time,
and any regulations promulgated thereunder.
"COMMITTEE" means, the Personnel Committee of the Board of Directors or any
other committee or subcommittee consisting of two or more members of the Board
of Directors designated or established by the Board of Directors to administer
the Plan, each of whom shall be a "disinterested person" within the meaning of
Rule 16b-3 of the General Rules and Regulations under the Exchange Act, as
amended from time to time, and an "outside director" within the meaning of
Section 162(m) of the Code.
"COMMON STOCK" means, the common stock of the Company having a par value of
$1.50 per
<PAGE>
share.
"COMPANY" means, Honeywell Inc., a Delaware corporation, and any domestic or
foreign subsidiary of Honeywell Inc. in which it owns a majority of the voting
stock.
"DEFERRED AWARD ACCOUNT" means, the unfunded account maintained by the Company
for a Participant who elects to defer payment of a cash Award pursuant to
Section 7 herein.
"EXCHANGE ACT" means, the Securities Exchange Act of 1934, as amended.
"FINANCIAL HARDSHIP" means, any of the events described in Paragraph 7.3(d)
herein.
"INCENTIVE COMPENSATION POOL" means, with respect to any Performance Period, the
amount established pursuant to Section 5 herein for the payment of Awards to
Participants.
"PARTICIPANT" means, any officer, executive or key employee of the Company
designated by the Committee in writing to participate in the Plan in accordance
with the provisions of Paragraph 4.1 herein.
"PERFORMANCE PERIOD" means, the period which coincides with the fiscal year of
the Company.
"PERMANENT AND TOTAL DISABILITY" means, the disability of a Participant whereby
such Participant is wholly disabled by bodily injury or disease and will be
permanently, continuously and wholly prevented thereby for life from engaging in
such person's customary occupation or employment for wage or profit, as
determined by the Committee.
SECTION 3. ADMINISTRATION
The Plan shall be administered by the Committee, which shall interpret the
Plan and prescribe, amend and rescind rules relating thereto, designate
Participants, calculate the amount, if any, of the Incentive Compensation Pool
and Awards, and take all other actions specified herein or necessary for the
administration of the Plan. Notwithstanding, all of the terms and conditions of
the Plan shall be interpreted in such a manner as to qualify all compensation
paid hereunder as "qualified performance-based compensation" within the meaning
of Section 162(m) of the Code. Any decision of the Committee with respect to the
interpretation, construction, administration and application of the Plan shall
be conclusive and binding.
SECTION 4. PARTICIPANTS
4.1 SELECTION. Prior to March 31 of each Performance Period the Committee
shall
2
<PAGE>
designate up to seven (7) officers, executives or other key employees of the
Company for participation in the Plan, including the Chief Executive Officer and
the President of the Company, if any (or in lieu thereof, the Chief Operating
Officer, if any).
4.2 TERMINATION.
(a) If during a Performance Period, a Participant's employment with the
Company terminates for any reason whatsoever, or if, due to a
reassignment of duties, the Committee determines that a Participant no
longer has the potential to be a "covered employee" within the meaning
of Section 162(m) of the Code, the Participant shall automatically
cease to be a participant in the Plan as of the date of such
termination or reassignment, but nonetheless may be eligible to
participate in and receive awards under any of the Company's other
incentive compensation plans in accordance with the terms of such
plans and subject to the discretion of the committee which administers
same.
(b) If a Participant's employment with the Company is terminated before an
Award has been made for a Performance Period, because of malfeasance
(which shall include, among other reasons, neglect of duties,
divulgence of Company secrets, or breach of Company policy), the
Participant shall forfeit any and all rights to an Award under the
Plan for that Performance Period, unless a specific contrary decision
is made by the Committee.
4.3 SUBSTITUTION. If a Participant ceases to be a participant in the Plan,
or if such person's status as an officer or executive within the Company changes
as a result of a reassignment of duties, any person who succeeds the Participant
in the same, or a comparable position within the Company, may be designated by
the Committee as a Participant in the Plan for the duration of the applicable
Performance Period, effective as of the date such person assumes the position.
SECTION 5. INCENTIVE COMPENSATION POOL
An Incentive Compensation Pool shall be established for each Performance
Period during the term of the Plan and an amount equal to one percent (1%) of
the INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES of the Company shall
be allocated thereto for the payment of Awards under the Plan. Following the end
of each Performance Period, the Committee shall cause the amount of the
Incentive Compensation Pool to be calculated in accordance with generally
accepted accounting principles in effect from time to time and as applied by the
Company in the preparation of its financial statements. For purposes of
calculating the amount of the Incentive Compensation Pool for any Performance
Period, changes in generally accepted accounting principles which occur during
such Performance Period shall not be taken into account, and extraordinary items
and discontinued operations, as computed in accordance with generally accepted
accounting principles as in effect from time to time and as applied and reported
3
<PAGE>
by the Company in the preparation of its financial statements, shall also not be
taken into account.
SECTION 6. AWARDS
Each Participant shall be eligible to receive an Award under the Plan
calculated as a percentage of the Incentive Compensation Pool.
6.1. MAXIMUM PERCENTAGE. The maximum percentage a Participant may receive
with respect to any Performance Period is set forth below and is subject to
reduction (but not increase) by the Committee as set forth in Paragraphs 6.4 and
6.5 herein.
(a) The Chief Executive Officer of the Company shall be eligible to
receive a maximum Award for each Performance Period equivalent to
thirty-five percent (35%) of the amount of the Incentive Compensation
Pool for that Performance Period;
(b) The President of the Company, if any (or in lieu thereof, the Chief
Operating Officer of the Company, if any), shall be eligible to
receive a maximum Award for each Performance Period equivalent to
twenty-five percent (25%) of the amount of the Incentive Compensation
Pool for that Performance Period; and
(c) Each other Participant in the Plan shall be eligible to receive a
maximum Award for each Performance Period equivalent to eight percent
(8%) of the amount of the Incentive Compensation Pool for that
Performance Period.
6.2 CERTIFICATION. At the conclusion of each Performance Period and prior
to the payment of any Award under the Plan, the Committee shall certify in the
Committee's meeting minutes the calculation of the Incentive Compensation Pool
for such Performance Period and the amount of the Award to each Participant.
Awards generally shall be reviewed and approved by the Committee during the
first Committee meeting held after the end of the Performance Period.
6.3 REDUCTION. A Participant's calculated Award may be reduced or
eliminated at the discretion of the Committee based upon the Participant's
achievement of individual performance goals established by the Committee, or the
Company's achievement of performance goals established by the Committee based on
certain business criteria such as cash flow, debt to equity ratio, earnings per
share, economic value added, net income, operating ratio, return on assets,
return on equity, return on investment, revenue, stockholder return and working
capital. In the event the Committee reduces or eliminates an Award otherwise
payable to a Participant, the amount of such reduction shall not be paid to
other Participants. The Committee is not permitted to increase the size of an
Award to any Participant beyond the maximum percentage amount set forth in
Paragraph 6.1 herein for such Participant for any reason whatsoever.
4
<PAGE>
6.4 FORM OF AWARD. Once an Award has been certified and approved by the
Committee, such Award may be paid in cash, in shares of Common Stock, or partly
in cash and partly in shares of Common Stock, as the Committee may in its sole
discretion from time to time determine. Shares of Common Stock may be issued or
transferred as payment of an Award subject to such restrictions, if any, as the
Committee may impose. Any Award or portion thereof which is to be paid in shares
of Common Stock, shall constitute an "Other Stock Based Award" under the 1993
Honeywell Stock and Incentive Plan, or a similar award under any successor plan
thereto, and the number of shares of Common Stock to be issued in payment for
the Award shall be allocated from the number of shares of Common Stock reserved
for issuance under that plan or its successor.
For purposes of determining the number of shares of Common Stock issuable
in payment (or partial payment of an Award), the value of a share of Common
Stock shall be equal to the average of the highest and lowest price of a share
of Common Stock as reported on the consolidated tape for New York Stock Exchange
listed securities (or other principal reporting system, as determined by the
Committee) on the date the Award is approved by the Committee as set forth in
Paragraph 6.2 herein.
6.5 BY-LAW LIMITATION. The aggregate value of Awards for any Performance
Period shall not exceed the amount which, when added to the value of any
performance-related award or incentive compensation accrued for such Performance
Period under the Honeywell Corporate Executive Compensation Plan and the 1993
Honeywell Stock and Incentive Plan for those executives of the Company subject
to the limit on incentive compensation set forth in Article XI of the By-Laws of
Honeywell Inc., would equal the limit on incentive compensation for such
Performance Period under that Article of the By-Laws, as in effect at the end of
such Performance Period. Individual Awards to Participants under the Plan shall
be reduced pro rate to the extent necessary to comply with this limitation after
any awards under the 1993 Honeywell Stock and Incentive Plan to such
Participants have first been reduced.
SECTION 7. DEFERRED PAYMENT OF AWARDS
7.1 ELECTION AMOUNT. Not later than the last day of the year prior to a
Performance period, each Participant shall be provided the opportunity to make
an irrevocable election to defer the payment of a specified dollar amount, any
excess over a specified dollar amount, or a designated percentage of a cash
Award for that respective Performance Period until March 15 of the calendar year
following the Participant's retirement. The minimum amount of a cash Award which
may be deferred with respect to a calendar year is $1,000.
7.2 CREDITS TO DEFERRED AWARD ACCOUNT. In the event that the Participant
elects to defer payment of a cash Award, a credit in the amount of such deferred
payment shall be made to the
5
<PAGE>
Participant's Deferred Award Account no later than February 28 of the calendar
year following the Performance Period during which the cash Award was earned.
During the term of the Plan, interest shall be credited to the Participant's
Deferred Award Account (a) annually as of February 15, (b) as of the last day of
the month preceding a Change in Control of the Company, and (c) at the time of
distribution of the entire balance of or annual installment from such account
for the year or portion thereof then ended, based on the average daily balance
of the account for such year or portion thereof, at the average effective
interest rate on the composite of long-term and short-term borrowings of
Honeywell Inc. and designated finance company subsidiaries for the five (5)
years ending with the calendar year prior to the calendar year in which interest
is being credited, as such rate may be determined for purposes of the financial
statements prepared for the Company.
7.3 PAYMENT OF DEFERRED AWARDS. The Company shall pay all or a portion of
a Participant's Deferred Award Account to a Participant, or, in the event of the
Participant's death or incapacity, to a Beneficiary or Beneficiaries upon the
earliest to occur of the following events, and in the manner, set forth below:
(a) In the event a Participant's employment with the Company terminates as
a result of early or normal retirement pursuant to the Base Plan, then
on or about March 15 of the year following the year in which such
event occurs, the Company shall pay the entire amount of the
Participant's Deferred Award Account to the Participant in a lump sum
or, if elected by the Participant at least twelve (12) months prior to
retirement, an annual installment therefrom. In the case of
installments, each installment shall be in an equal amount to be paid
annually on or about March 15 over a period chosen by the Participant
not to exceed ten (10) years.
(b) In the event of a Participant's death, Permanent and Total Disability,
or if a Participant's employment with the Company terminates for any
reason other than early or normal retirement pursuant to the Base Plan
or a Change of Control, then, within sixty (60) days following the
occurrence of such event, the Company shall pay to the Participant or
a Beneficiary(ies), if applicable, the entire amount of the
Participant's Deferred Award Account in a lump sum.
(c) In the event of the occurrence of a Change in Control of the Company,
the amount of a Participant's Deferred Award Account shall be
distributed to the Participant on the fifth business day after such
Change of Control, as a lump sum cash payment.
(d) In the event that a Participant incurs a financial hardship, such
person may apply to the Committee to receive an amount from the
Participant's Deferred Award Account sufficient to satisfy the
emergency need. If the application is approved by the Committee, it
will direct the Company to pay an amount necessary to meet the
6
<PAGE>
emergency need. The term "financial hardship" shall include any event
resulting from an illness or accident of the Participant or of a
dependent of the Participant, loss of the Participant's property due
to casualty, the layoff of the Participant or other circumstances
arising as a result of events beyond the control of the Participant.
An event shall not constitute a "financial hardship" to the extent
that such hardship may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the
Participant's assets, to the extent that the liquidation of such
assets would not itself cause a financial hardship. Also, a "financial
hardship" shall not include the need to send a Participant's child to
college or the desire to purchase a home.
7.4 ADMINISTRATION OF DEFERRED AWARDS. The Committee may adopt such
further rules and regulations governing deferrals of Awards as it deems
appropriate. All deferred payments hereunder shall be paid in cash from the
general funds of the Company. A Participant shall be an unsecured creditor of
the Company with respect to the amount of any deferred Award.
SECTION 8. CHANGE IN CONTROL
For all purposes of the Plan, a "Change in Control" of the Company shall
have occurred if:
(a) Any "person", as such term is used in Section 13(d) and 14(d) of the
Exchange Act (other than the Company, any subsidiary of the Company,
any "person" (as hereinafter defined) acting on behalf of the Company
as underwriter pursuant to an offering who is temporarily holding
securities in connection with such offering, any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or any corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as
their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing
thirty percent (30%) or more of the combined voting power of the
Company's then outstanding securities;
(b) During any period of not more than two consecutive years (not
including any period prior to the effective date of the Plan as set
forth in Paragraph 10.1 herein), individuals who at the beginning of
such period constitute the Board of Directors, and any new director
(other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in
paragraph (a), (c) or (d) of this Section) whose election by the Board
of Directors or nomination for election by the Company's shareholders
was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the
period or whose election or nomination for
7
<PAGE>
election was previously so approved, cease for any reason to
constitute at least a majority thereof;
(c) The shareholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than (i) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50 percent of the
combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation or (ii) a merger or consolidation effected to implement
a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 30 percent of the
combined voting power of the Company's then outstanding securities; or
(d) The shareholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets (or any
transaction having a similar effect).
SECTION 9. BENEFICIARIES
9.1 DESIGNATION. Neither amounts awarded to a Participant or credited to
the Participant's Deferred Award Account nor any other rights or benefits of a
Participant under the Plan may be assigned, transferred, pledged or alienated in
any way; provided, however, that a Participant may designate a Beneficiary(ies)
to receive payments after the Participant's death or Total and Permanent
Disability at the times and in the amounts to which the Participant would have
been entitled under the Plan if the Participant were alive or not disabled. The
Beneficiary(ies) last designated by the Participant to receive the proceeds
under the Company's Basic Life Insurance Plan upon the Participant's death shall
be the designated Beneficiary(ies) for Purposes of this Plan. Such designation
may be replaced by a new designation or may be revoked by the Participant at any
time. The designation or revocation of a Beneficiary(ies) shall not be effective
unless it is on a form provided for that purpose by the Company, signed by the
Participant and delivered to the Company prior to the Participant's death or
Total and Permanent Disability.
9.2 DISTRIBUTION. In the case of death of a Participant who has made a
valid designation of a Beneficiary(ies) which has not been subsequently replaced
or revoked, amounts to which the Participant would have been entitled under the
Plan shall be distributed in accordance with the Plan to the designated
Beneficiary(ies) to the extent the designation of such Beneficiary(ies) is valid
and enforceable under applicable law. Any amount distributable to a Participant
upon death
8
<PAGE>
and not subject to such a designation shall be distributed to the Participant's
legal representative or estate. If there is any question as to the legal right
of any Beneficiary(ies) to receive the distribution under the Plan, the amount
in question may be paid to the legal representative or estate of the
Participant, at the option of the Committee, in which event the Company shall
have no further liability to anyone with respect to such amount.
SECTION 10. EFFECTIVE DATE; SHAREHOLDER APPROVAL
10.1 EFFECTIVE DATE. The Plan shall be effective as of January 1, 1995,
subject to the approval of the Company's shareholders as set forth in Paragraph
10.2 herein, and shall continue in effect indefinitely until terminated as
provided for in Section 11 herein.
10.2 SHAREHOLDER APPROVAL. The material terms of this Plan shall be
disclosed to the shareholders of the Company for approval in accordance with
Section 162(m) of the Code. No Award shall be paid under this Plan unless such
shareholder approval has been obtained.
SECTION 11. AMENDMENT AND TERMINATION
The Plan may be amended or terminated at any time, by action of the
Committee, approved by the Company's Board of Directors, except insofar as
approval by the Company's shareholders may be required pursuant to Rule 16b-3 of
the General Rules and Regulations under the Exchange Act, as amended from time
to time or Section 162(m) of the Code. Any such amendment, cancellation or
termination may be retroactively effective except that no amendment,
cancellation or termination shall adversely affect Awards earned under the Plan
for Performance Periods completed before adoption of any such amendment,
cancellation or termination. The Plan shall not be deemed to be a contract for
employment or a guarantee of compensation.
SECTION 12. GENERAL CONDITIONS
12.1 LIMITATION OF RIGHTS. Nothing in this Plan and no action taken
pursuant to its provisions shall be construed to:
(a) Give any Participant any right to any compensation, except as
specifically provided herein;
(b) Be evidence of any agreement, contract, or understanding, expressed or
implied, that the Company will employ a Participant in any particular
position;
9
<PAGE>
(c) Limit in any way the right of the Company to terminate a Participant's
employment at any time;
(d) Give any Participant any right, title, or interest whatsoever in or to
any investments which the Company may make to aid it in meeting its
obligations hereunder; or
(e) Create a trust of any kind or a fiduciary relationship between the
Company and a Participant or any other person.
12.2 APPLICABLE LAW. All questions pertaining to the construction,
validity and effect of the Plan shall be determined in accordance with the laws
of the United States and the State of Minnesota, other than its laws respecting
choice of law.
12.3 HEADINGS. Headings are given to the Sections and Paragraphs of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
12.4 APPLICABILITY TO SUCCESSORS. The Plan shall be binding upon and inure
to the benefit of the Company and each Participant, the successors and assigns
of the Company, and the Beneficiaries, personal representatives and heirs of
each Participant. If the Company becomes a party to any merger, consolidation or
reorganization, the Plan shall remain in full force and effect as an obligation
of the Company or its successors in interest.
10
<PAGE>
FOLD AND DETACH HERE
RETURN PROXY CARD IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING
ADMISSION TICKET
HONEYWELL INC.
1995 ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, APRIL 18, 1995
2:00 P.M.
MINNEAPOLIS CONVENTION CENTER
1301 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA
Coffee will be served before the Meeting beginning at 1:00 p.m.
PLEASE ADMIT
NON-TRANSFERABLE
<PAGE>
MINNEAPOLIS CONVENTION CENTER
1301 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55403
(612) 335-6000
HONEYWELL ANNUAL MEETING
The meeting will be held in Room 101, which is located adjacent to the Ballroom,
commencing at 2:00 p.m. Coffee will be served before the Meeting beginning at
1:00 p.m.
PUBLIC ENTRANCES--There are 4 main public entrance rotundas located on Second
Ave S. & Grant St., labelled "Ballroom Entrance", "Hall 1", "Hall 2" & "Hall 3".
Designated HANDICAP entrances (power assisted doors) are adjacent to Hall 3
(entrance closest to Wesley Church), Third Avenue Entrance and 12th Street
Entrance.
ENTRANCES/EXITS TO UNDERGROUND PLAZA PARKING RAMP--Enter either on Second
Avenue S. or on 12th Street S. The Plaza Ramp has HANDICAP parking--elevators &
skyway connect the Ramp to the Convention Center, allowing easy access for
wheelchairs. If you park in the underground Plaza Ramp, use elevator 1 to enter
the building on the skyway level, Hall 3 Entrance. If you park elsewhere, the
most convenient access to the Meeting is the Hall 1 Entrance facing Second
Avenue.
[Map]
<PAGE>
HONEYWELL INC.
PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
SHAREHOLDERS ON APRIL 18, 1995
The undersigned hereby appoints M.R. Bonsignore, E.D. Grayson and S. Ueland,
and each of them, proxies (each with power of substitution) of the undersigned
to attend the above annual meeting of shareholders of Honeywell Inc. and any
adjournment thereof and thereat to vote all shares of stock held by the
undersigned, including any shares that may be held for the undersigned's account
under the Automatic Dividend Reinvestment Plan for Honeywell Common Shares
administered by Chemical Bank, as specified on the reverse side, and on any
other matters that may properly come before said meeting.
THIS PROXY CARD IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
COMMENTS:
/ / SEE REVERSE SIDE
<PAGE>
/X/ Please mark
your vote
as in this
example.
- ------------- ---------------------
COMMON DIVIDEND REINVESTMENT
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
1. ELECTION OF DIRECTORS TO WITHHOLD
FOR all nominees AUTHORITY (For all
(Except as marked Nominees listed)
to the contrary*)
/ / / /
NOMINEES:
A.J. Baciocco, Jr., E.E. Bailey, M.R. Bonsignore,
E.H. Clark, Jr., W.H. Donaldson, R.D. Fullerton,
J.J. Howard, B. Karatz, D.L. Moore, A.B. Rand,
S.G. Rothmeier, M.W. Wright
2. APPROVAL OF THE SELECTION OF DELOITTE & TOUCHE
AS AUDITORS.
FOR AGAINST ABSTAIN
/ / / / / /
* INSTRUCTION:
To withhold authority to vote for any INDIVIDUAL
nominee, strike a line through the nominee's name above.
3. APPROVAL OF HONEYWELL SENIOR MANAGEMENT
PERFORMANCE INCENTIVE PLAN.
FOR AGAINST ABSTAIN
/ / / / / /
/ / Will attend meeting
/ / I have noted comments on reverse side
/ / Discontinue mailing Annual Report
/ / Change of Address
- ---------------------------------------
- ---------------------------------------
You are encouraged to specify your choices by mark-
ing the appropriate boxes, but you need not mark any
boxes if you wish to vote in accordance with the Board
of Directors' recommendations. Your shares cannot
be voted unless you sign, date and return this card.
PLEASE MARK, SIGN, DATE AND RETURN
PROMPTLY IN ACCOMPANYING ENVELOPE.
Signature(s)_____________________________________________ Date_______________
Note: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
<PAGE>
FOLD AND DETACH HERE
RETURN PROXY CARD IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING
ADMISSION TICKET
HONEYWELL INC.
1995 ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, APRIL 18, 1995
2:00 P.M.
MINNEAPOLIS CONVENTION CENTER
1301 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA
Coffee will be served before the Meeting beginning at 1:00 p.m.
PLEASE ADMIT
NON-TRANSFERABLE
<PAGE>
MINNEAPOLIS CONVENTION CENTER
1301 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55403
(612) 335-6000
HONEYWELL ANNUAL MEETING
The meeting will be held in Room 101, which is located adjacent to the Ballroom,
commencing at 2:00 p.m. Coffee will be served before the Meeting beginning at
1:00 p.m.
PUBLIC ENTRANCES--There are 4 main public entrance rotundas located on Second
Ave S. & Grant St., labelled "Ballroom Entrance", "Hall 1", "Hall 2" & "Hall 3".
Designated HANDICAP entrances (power assisted doors) are adjacent to Hall 3
(entrance closest to Wesley Church), Third Avenue Entrance and 12th Street
Entrance.
ENTRANCES/EXITS TO UNDERGROUND PLAZA PARKING RAMP--Enter either on Second
Avenue S. or on 12th Street S. The Plaza Ramp has HANDICAP parking--elevators &
skyway connect the Ramp to the Convention Center, allowing easy access for
wheelchairs. If you park in the underground Plaza Ramp, use elevator 1 to enter
the building on the skyway level, Hall 3 Entrance. If you park elsewhere, the
most convenient access to the Meeting is the Hall 1 Entrance facing Second
Avenue.
[Map]
HONEYWELL INC.
INVESTMENT PLUS PLAN (IPP),
RETIREMENT INVESTMENT PLAN (RIP) AND
RETIREMENT SAVINGS PLAN (RSP)
THIS VOTING INSTRUCTION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned, having received the Notice of 1995 Annual Meeting and Proxy
Statement, instructs T. Rowe Price Trust Company, as Trustee for all Plans, to
represent and vote all of the shares of Common Stock of Honeywell Inc. that are
credited to my account under one of the above Plans at the Annual Meeting of
Shareholders to be held at 2:00 P.M., April 18, 1995 or at any adjournment
thereof.
THE SHARES OF COMMON STOCK REPRESENTED BY THIS VOTING INSTRUCTION CARD WILL
BE VOTED BY THE TRUSTEE* IN THE MANNER INSTRUCTED. IF NO INSTRUCTION IS GIVEN,
OR IS RECEIVED BY THE TRUSTEE AFTER APRIL 13, 1995, THE SHARES IN THE INVESTMENT
PLUS PLAN (IPP), OR RETIREMENT INVESTMENT PLAN (RIP) OR RETIREMENT SAVINGS PLAN
(RSP) WILL BE VOTED BY THE TRUSTEE IN THE SAME PROPORTION AS THE SHARES FOR
WHICH INSTRUCTIONS ARE RECEIVED BY THE TRUSTEE IN A TIMELY MANNER.
THIS VOTING INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
*THE VOTE WILL BE TALLIED ON BEHALF OF TRUSTEE
BY CHEMICAL BANK.
COMMENTS:
/ / See Reverse
Side
<PAGE>
/X/ Please mark
your vote
as in this
example.
- -------------- -------------- --------------
IPP SHARES RIP SHARES RSP SHARES
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
1. ELECTION OF DIRECTORS TO WITHHOLD
FOR all nominees AUTHORITY (For all
(Except as marked Nominees listed)
to the contrary*)
/ / / /
NOMINEES:
A.J. Baciocco, Jr., E.E. Bailey, M.R. Bonsignore,
E.H. Clark, Jr., W.H. Donaldson, R.D. Fullerton,
J.J. Howard, B. Karatz, D.L. Moore, A.B. Rand,
S.G. Rothmeier, M.W. Wright
* INSTRUCTION:
To withhold authority to vote for any INDIVIDUAL
nominee, strike a line through the nominee's name above.
2. APPROVAL OF THE SELECTION OF DELOITTE & TOUCHE AS AUDITORS
FOR AGAINST ABSTAIN
/ / / / / /
3. APPROVAL OF HONEYWELL SENIOR MANAGEMENT
PERFORMANCE INCENTIVE PLAN.
FOR AGAINST ABSTAIN
/ / / / / /
/ / Will attend meeting
/ / I have noted comments on reverse side
/ / Discontinue mailing Annual Report
/ / Change of Address
- -------------------------------------------------------
- -------------------------------------------------------
The Trustee is authorized to vote the IPP, RIP, or RSP
shares for which instruction has been given upon such
other business as may come before the meeting.
Signature(s)__________________________________________________ Date____________
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
