Honeywell 2004 Annual Report Download - page 121

Item 9B. Other Information
Not Applicable.
Part III.
Item 10. Directors and Executive Officers of the Registrant
Information relating to the Directors of Honeywell, as well as information relating to compliance with Section 16(a) of the
Securities Exchange Act of 1934, will be contained in our definitive Proxy Statement involving the election of the Directors which
will be filed with the SEC pursuant to Regulation 14A not later than 120 days after December 31, 2004, and such information is
incorporated herein by reference. Certain other information relating to the Executive Officers of Honeywell appears in Part I of this
Annual Report on Form 10-K under the heading “Executive Officers of the Registrant”.
The members of the Audit Committee of our Board of Directors are: Russell E. Palmer (Chair), Marshall N. Carter, James J.
Howard, Eric K. Shinseki, John R. Stafford, and Michael W. Wright. The Board has determined that Mr. Palmer satisfies the “audit
committee financial expert” criteria established by the SEC and the “accounting or related financial management expertise” criteria
established by the NYSE. All members of the Audit Committee are “independent” as that term is defined in applicable SEC Rules and
NYSE listing standards.
Honeywell's Code of Business Conduct is available, free of charge, on our website under the heading “Investor Relations” (see
“Corporate Governance”), or by writing to Honeywell, 101 Columbia Road, Morris Township, New Jersey 07962, c/o Vice President
and Corporate Secretary. Honeywell's Code of Business Conduct applies to all Honeywell directors, officers (including the Chief
Executive Officer, Chief Financial Officer and Controller) and employees. Amendments to or waivers of the Code of Business
Conduct granted to any of Honeywell's directors or executive officers will be published on our website within five business days of
such amendment or waiver.
Item 11. Executive Compensation
Information relating to executive compensation is contained in the Proxy Statement referred to above in “Item 10. Directors and
Executive Officers of the Registrant,” and such information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information relating to security ownership of certain beneficial owners and management is contained in the Proxy Statement
referred to above in “Item 10. Directors and Executive Officers of the Registrant,” and such information is incorporated herein by
reference.
Equity Compensation Plans
Information about our equity compensation plans is as follows:
Plan Category
Number of
Shares to
be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
Weighted-
Average
Exercise Price of
Outstanding
Options,
Warrants
and Rights
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column(a))
(a) (b) (c)
Equity compensation plans approved by security holders 56,835,712(1) $ 34.84(2) 20,282,109(3)
Equity compensation plans not approved by security holders 899,793(4) N/A(5) N/A(6)
Total 57,735,505 $ 34.84 20,282,109
(1) Equity compensation plans approved by shareowners that are included in column (a) of the table are the 2003 Stock Incentive Plan
of Honeywell International Inc. and its Affiliates (the 2003 Stock
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